Form 8-K

8-K — QUEST DIAGNOSTICS INC

Accession: 0001104659-26-054141

Filed: 2026-05-01

Period: 2026-04-27

CIK: 0001022079

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2613096d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2613096d1_ex1-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2613096d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613096d1_8k.htm · Sequence: 1

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0001022079

2026-04-27

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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

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2613096d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

QUEST DIAGNOSTICS INCORPORATED

(a Delaware corporation)

$500,000,000

5.000% Senior Notes due 2036

UNDERWRITING AGREEMENT

Dated: April 27, 2026

Table of Contents

Page

SECTION 1.

Representations

and Warranties

(a)

Representations and Warranties

by the Company

(b)

Officer’s Certificates

SECTION 2.

Sale and Delivery to Underwriters;

Closing

(a)

Notes

(b)

Public Offering

(c)

Payment

(d)

Denominations; Registration

SECTION 3.

Covenants of the Company

(a)

Delivery of Registration Statement,

Time of Sale Prospectus and Prospectus

(b)

Amendments and Supplements

(c)

Free Writing Prospectus

(d)

Free Writing Prospectus (Underwriter)

(e)

Amend or Supplement Time of

Sale Prospectus

(f)

Amend or Supplement Prospectus

(g)

Blue Sky Qualifications

(h)

Rule 158

(i)

Use of Proceeds

(j)

Restriction on Sale of Notes

(k)

Final Term Sheet

(l)

Reporting Requirements

(m)

DTC Clearance

SECTION 4.

Payment of Expenses

(a)

Expenses

(b)

Termination of Agreement

SECTION 5.

Conditions of Underwriters’

Obligations

(a)

Opinion of Counsel for the Company

(b)

Opinion of Vice President, Corporate

Secretary of the Company

(c)

Opinion of Counsel for the Underwriters

(d)

Officers’ Certificate

(e)

Prospectus, Final Term Sheet

and Free Writing Prospectus

(f)

Comfort Letters

(g)

Maintenance of Rating

(h)

Twenty-Fourth Supplemental Indenture

(i)

Additional Documents

(j)

Termination of Agreement

SECTION 6.

Covenants of the Underwriters

- i -

SECTION 7.

Indemnification

(a)

Indemnification of the Underwriters

(b)

Indemnification of Company,

Directors and Officers

(c)

Actions against Parties; Notification

(d)

Settlement without Consent if

Failure to Reimburse

SECTION 8.

Contribution

SECTION 9.

Representations, Warranties

and Agreements to Survive Delivery

SECTION 10.

Termination of Agreement

(a)

Termination; General

(b)

Liabilities

SECTION 11.

Default by One or More of the

Underwriters

SECTION 12.

Default by the Company

SECTION 13.

Notices

SECTION 14.

Parties

SECTION 15.

Governing Law and Time

SECTION 16.

Effect of Headings

SECTION 17.

Partial Unenforceability

SECTION 18.

No Advisory or Fiduciary Responsibility

SECTION 19.

Recognition of the U.S. Special

Resolution Regimes

SECTION 20.

General Provisions

(a)

General

(b)

USA Patriot Act

- ii -

Schedule A

Underwriters

Schedule B

Time of Sale Prospectus

Schedule C-1

Purchase Price

Schedule C-2

Final Term Sheet

Schedule D

Subsidiaries

Exhibit A

Form of Opinion and 10b-5 Letter of Allen Overy Shearman

Sterling US LLP

Exhibit B

Form of Opinion and 10b-5 Letter of Vice President and

Corporate Secretary of the Company

- iii -

QUEST DIAGNOSTICS INCORPORATED

(a Delaware corporation)

$500,000,000

5.000% Senior Notes due 2036

UNDERWRITING AGREEMENT

April 27,

2026

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

MIZUHO SECURITIES USA LLC

c/o GOLDMAN SACHS &

CO. LLC

200 West Street

New York, NY 10282

c/o J.P. MORGAN SECURITIES LLC

270 Park Avenue

New York, NY 10017

c/o MIZUHO SECURITIES USA LLC

1271 Avenue of the Americas

New York, NY 10020

Ladies and Gentlemen:

Quest

Diagnostics Incorporated, a Delaware corporation (the “Company”) confirms its agreement with Goldman Sachs &

Co. LLC (“GS”), J.P. Morgan Securities LLC (“JPM”) and Mizuho Securities USA LLC (“Mizuho”) and each

of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any

underwriter substituted as hereinafter provided in Section 11 hereof), for whom GS, JPM and Mizuho are acting as representatives

(in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters,

acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $500,000,000 aggregate principal

amount of the Company’s 5.000% Senior Notes due 2036 (the “Notes”). The Notes are to be issued pursuant to an indenture

dated as of June 27, 2001 (the “Base Indenture”) among the Company, the Subsidiary Guarantors (as defined therein) party

thereto, as guarantors, and The Bank of New York Mellon, as successor trustee to The Bank of New York (the “Trustee”), as

supplemented by a first supplemental indenture, dated as of June 27, 2001, among the Company, as issuer, the Initial Subsidiary

Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a second supplemental indenture, dated as of

November 26, 2001, among the Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented

by a third supplemental indenture, dated as of April 4, 2002, among the Company, the Additional Subsidiary Guarantors (as defined

therein) party thereto and the Trustee, as further supplemented by a fourth supplemental indenture, dated as of March 19, 2003,

among the Company, the Additional Subsidiary Guarantor (as defined therein) party thereto and the Trustee, as further supplemented by

a fifth supplemental indenture, dated as of April 16, 2004, among the Company, the Additional Subsidiary Guarantor (as defined therein)

party thereto and the Trustee, as further supplemented by a sixth supplemental indenture, dated as of October 31, 2005, among the

Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a seventh supplemental

indenture, dated as of November 31, 2005, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto

and the Trustee, as further supplemented by an eighth supplemental indenture, dated as of July 31, 2006, among the Company, the

Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a ninth supplemental

indenture, dated as of September 30, 2006, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto

and the Trustee, as further supplemented by a tenth supplemental indenture, dated as of June 22, 2007, among the Company, the Subsidiary

Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by an eleventh supplemental indenture, dated as

of June 22, 2007, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as

further supplemented by a twelfth supplemental indenture, dated as of June 25, 2007, among the Company, the Additional Subsidiary

Guarantors (as defined therein) party thereto and the Trustee, as further supplemented by a thirteenth supplemental indenture, dated

as of November 17, 2009, among the Company, the Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further

supplemented by a fourteenth supplemental indenture, dated as of March 24, 2011, among the Company, the Subsidiary Guarantors (as

defined therein) party thereto and the Trustee, as further supplemented by a fifteenth supplemental indenture, dated as of November 30,

2011, among the Company, the Additional Subsidiary Guarantors (as defined therein) party thereto and the Trustee, as further supplemented

by a sixteenth supplemental indenture, dated as of March 17, 2014, between the Company and the Trustee, as further supplemented

by a seventeenth supplemental indenture, dated as of March 10, 2015, between the Company and the Trustee, as further supplemented

by an eighteenth supplemental indenture, dated as of May 23, 2016, between the Company and the Trustee, as further supplemented

by a nineteenth supplemental indenture, dated as of March 12, 2019, between the Company and the Trustee, as further supplemented

by a twentieth supplemental indenture, dated as of December 16, 2019, between the Company and the Trustee, as further supplemented

by a twenty-first supplemental indenture, dated as of May 13, 2020, between the Company and the Trustee, as further supplemented

by a twenty-second supplemental indenture, dated as of November 1, 2023, between the Company and the Trustee, as further supplemented

by a twenty-third supplemental indenture, dated as of August 19, 2024, between the Company and the Trustee, and as to be further

supplemented by a twenty-fourth supplemental indenture, to be dated May 6, 2026, between the Company and the Trustee (the “Twenty-Fourth

Supplemental Indenture”); the Base Indenture together with all such supplements, the “Indenture”. The Notes will be

issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”)

pursuant to a letter of representations, dated October 27, 2005 (the “DTC Agreement”), between the Company and the Depositary.

- 1 -

The Company has filed with

the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, (the file number

of which is 333-288188) on Form S-3, relating to securities (the “Shelf Securities”), including the Notes, to be issued

from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if

any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under

the Securities Act of 1933, as amended (the “1933 Act”), is hereinafter referred to as the “Registration Statement”,

and the related prospectus covering the Shelf Securities dated June 20, 2025 is hereinafter referred to as the “Basic Prospectus”.

The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Notes in the form first used to confirm

sales of the Notes (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to

Rule 173 under the 1933 Act) is hereinafter referred to as the “Prospectus”, and the term “preliminary prospectus”

means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set

forth in Rule 405 under the 1933 Act and “Time of Sale Prospectus” means the preliminary prospectus identified in Schedule

B hereto together with the free writing prospectuses, if any, each identified in Schedule B hereto. As used herein, the terms “Registration

Statement”, “Basic Prospectus”, “preliminary prospectus”, “Time of Sale Prospectus” and “Prospectus”

shall include the documents, if any, incorporated by reference therein. The terms “supplement”, “amendment” and

“amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any

preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant

to the Securities Exchange Act of 1934, as amended (the “1934 Act”), that are deemed to be incorporated by reference therein.

All references in this Agreement

to financial statements and schedules and other information which is “contained”, “included”, “stated”,

“described” or “disclosed” in the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus,

any preliminary prospectus or free writing prospectus (or other references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information which are incorporated by reference in the Registration Statement, the Basic

Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus, as the case may be.

SECTION 1.          Representations

and Warranties.

(a)            Representations

and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof and as of the Closing

Time referred to in Section 2(c) hereof (unless otherwise specified), and agrees with each Underwriter, as follows:

(i)            The

Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement is in effect and

no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well-known seasoned issuer (as defined

in Rule 405 under the 1933 Act), eligible to use the Registration Statement as an automatic shelf registration statement and the

Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration

statement.

(ii)           (A) The

Registration Statement, when it became effective, did not contain, and as amended or supplemented, if applicable, will not contain any

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading, (B) the Registration Statement as of the date hereof does not contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) the

Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects

with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (D) the Time of Sale Prospectus does

not, and at the time of each sale of the Notes in connection with the offering when the Prospectus is not yet available to prospective

purchasers and at the Closing Time, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will

not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading, (E) each electronic road show related to the offering of

the Notes, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact

or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading and (F) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

- 2 -

The representations

and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus

or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through

the Representatives expressly for use therein.

(iii)          Incorporated

Documents. The documents incorporated or deemed to be incorporated by reference in the Time of Sale Prospectus or the Prospectus,

at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements

of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read

together with the other information in the Time of Sale Prospectus or the Prospectus at its date and at the Closing Time, did not and

will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to

make the statements therein not misleading.

(iv)          The

Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the 1933

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the 1933 Act has been,

or will be, filed with the Commission in accordance with the requirements of the 1933 Act and the applicable rules and regulations

of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the 1933 Act, or that was prepared by or on behalf of or used or referred to by the Company, complies, or will comply, in all material

respects with the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder. Except for

the free writing prospectuses, if any, identified in Schedule B hereto, and each electronic road show, if any, furnished to you before

first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any

free writing prospectus. Any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, as of its issue date,

and at all subsequent times through the completion of the public offer and sale of the Notes, did not, does not and will not include

any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Time of

Sale Prospectus or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed

to be a part thereof that has not been superseded or modified.

- 3 -

(v)           Independent

Accountants. PricewaterhouseCoopers LLP, which audited the annual financial statements incorporated by reference in the Time of Sale

Prospectus and the Prospectus, are independent registered public accountants with respect to the Company, in any case, as required by

the 1933 Act, the rules and regulations of the Commission under the 1933 Act, the 1934 Act and the 1934 Act Regulations.

(vi)          Financial

Statements. The financial statements of the Company included or incorporated by reference in the Time of Sale Prospectus and the

Prospectus, together with the notes and any supporting schedules included or incorporated by reference in the Time of Sale Prospectus

and the Prospectus, present fairly (A) the financial position of the Company and its Subsidiaries (as defined below) on a consolidated

basis at the dates indicated and (B) the statements of operations, comprehensive income, stockholders’ equity and cash flows

of the Company and its Subsidiaries on a consolidated basis for the periods specified. Such financial statements have been prepared in

conformity with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout

the periods involved. The supporting schedules relating to the Company, if any, included in the Time of Sale Prospectus and the Prospectus

present fairly in accordance with GAAP the information required to be stated therein. The interactive data in eXtensible Business Reporting

Language included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly present

the information called for in all material respects and have been prepared in all material respects in accordance with the Commission’s

rules and guidelines applicable thereto. There are no historical or pro forma financial statements of the Company or any of its

Subsidiaries or any acquired entities which are required by the 1933 Act to be disclosed in the Registration Statement, the Time of Sale

Prospectus or the Prospectus which are not so disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(vii)         No

Material Adverse Change in Business. Since the respective dates as of which information is given in the Time of Sale Prospectus,

except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the business, financial

condition, operations, cash flow or business prospects of the Company and its Subsidiaries, considered as one enterprise, whether or

not arising in the ordinary course of business (a “Material Adverse Effect”), and (B) there have been no transactions

entered into by the Company or any of its Subsidiaries, other than those described or contemplated by the Time of Sale Prospectus or

in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise.

- 4 -

(viii)        Good

Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the

laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business

as described in the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement, the

Indenture and the Notes; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each

other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct

of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect.

(ix)          Good

Standing of Subsidiaries. Each subsidiary of the Company (each a “Subsidiary” and collectively the “Subsidiaries”) has

been duly organized and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing

under the laws of the jurisdiction of its incorporation or existence, has corporate or partnership power and authority to own, lease

and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified

as a foreign corporation or partnership to transact business and is in good standing in each jurisdiction in which such qualification

is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify

or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Time of Sale Prospectus

and the Prospectus, all of the outstanding capital stock or partnership interests of each Subsidiary have been duly authorized and validly

issued or created, are fully paid and non-assessable and except as described in Schedule D attached hereto are owned by the Company,

directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity;

none of the outstanding shares of capital stock or partnership interests of the Subsidiaries was issued in violation of any preemptive

or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any Subsidiary or under any

agreement to which the Company or any Subsidiary is a party. All of the Subsidiaries of the Company are listed on Schedule D attached

hereto.

(x)           Authorization

of this Agreement. This Agreement has been duly authorized, executed and delivered by, and will be a valid and binding agreement

of, the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency

(including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement

of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether

enforcement is considered in a proceeding in equity or at law).

(xi)           Qualification,

Authorization and Description of the Indenture. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

The Base Indenture and each supplemental indenture thereto have all been duly authorized, executed and delivered by the Company (and

each of the Subsidiaries party thereto, as applicable) and constitute valid and binding agreements of the Company (and each of the Subsidiaries

party thereto, as applicable), enforceable against the Company (and each of the Subsidiaries party thereto, as applicable) in accordance

with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws

relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally

and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding

in equity or at law). The Twenty-Fourth Supplemental Indenture has been duly authorized by the Company and, when duly executed and delivered

by the Company, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its

terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to

fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except

as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in

equity or at law).

- 5 -

(xii)          Authorization

of the Notes. The Notes to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the

Underwriters pursuant to this Agreement and, at the Closing Time, will have been duly executed by the Company and, when duly authenticated

by the Trustee as provided for in the Indenture, issued and delivered in the manner provided for in the Indenture and delivered against

payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including,

without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’

rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered

in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

(xiii)        Description

of the Notes and the Indenture. The description of the Notes and the Indenture set forth in the Time of Sale Prospectus and the Prospectus

are correct and complete in all material respects.

(xiv)        [Reserved].

(xv)         Absence

of Defaults and Conflicts. Neither the Company nor any of the Subsidiaries is in violation of its charter or by-laws or in default

in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage,

deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries

is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of the Subsidiaries

is subject (collectively, “Agreements and Instruments”) or has violated or is in violation of any of the laws, rules and

regulations administered by the United States Centers for Medicare and Medicaid Services (“CMS”), the United States Food

and Drug Administration (the “FDA”), the Substance Abuse and Mental Health Services Administration (the “SAMHSA”)

and the Drug Enforcement Administration (the “DEA”), or any other applicable law, statute, rule, regulation, judgment, order,

writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any

of the Subsidiaries or any of their assets or properties, except in each case for such defaults or violations that have been disclosed

or that would not singly or in the aggregate result in a Material Adverse Effect. The execution, delivery and performance of this Agreement,

the Indenture, the Notes and any other agreement or instrument entered into or issued or to be entered into or issued by the Company

in connection with the consummation of the transactions contemplated by this Agreement and by the Time of Sale Prospectus and the Prospectus

(including the issuance and sale of the Notes and the use of the proceeds from the sale of the Notes as described in the Time of Sale

Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under

this Agreement, the Indenture and the Notes have been duly authorized by all necessary corporate action and do not and will not, whether

with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default under, or result

in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries

pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that,

singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions

of the charter or by-laws of the Company or any of the Subsidiaries or any applicable law, statute, rule, regulation, judgment, order,

writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any

of the Subsidiaries or any of their assets, properties or operations.

- 6 -

(xvi)        Absence

of Labor Disputes. No labor dispute with the employees of the Company or any of the Subsidiaries exists or, to the knowledge of the

Company, is imminent, which may reasonably be expected to result in a Material Adverse Effect.

(xvii)       Absence

of Proceedings. Except as disclosed in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference

therein, there is not pending or, to the knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation,

to which the Company or any Subsidiary is a party, or to which the property of the Company or any Subsidiary is subject, before or brought

by any domestic or foreign court or governmental agency or body, affecting (A) the possession by any of them of any Governmental

Authorization (as defined herein) currently held by any them, (B) the accreditation of any of their respective laboratories with

the College of American Pathologists (“CAP”), (C) any of their qualification to perform services for and receive reimbursement

from, Medicaid, Medicare or TRICARE, (D) any of their ability to conduct their clinical testing business in any state or (E) any

of them in any other way, which in the case of any of the foregoing, might reasonably be expected to result in a Material Adverse Effect,

or which might reasonably be expected to materially and adversely affect the properties or assets of the Company and the Subsidiaries

considered as one enterprise or the consummation of the transactions contemplated in this Agreement or the performance by the Company

of its obligations hereunder or under the Indenture or the Notes. The aggregate of all pending legal or governmental proceedings to which

the Company or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described

in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference therein, including ordinary routine litigation

incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. All of the descriptions set forth

in the Time of Sale Prospectus and the Prospectus or in the documents incorporated by reference therein, of the legal and governmental

proceedings by or before any court, governmental agency or body are true and accurate in all material respects.

- 7 -

(xviii)       Accuracy

of Exhibits. There are no contracts or documents which are required to be described in the Time of Sale Prospectus and the Prospectus

or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which have not been so described

and filed as required.

(xix)         Possession

of Intellectual Property. The Company and the Subsidiaries own, possess or license, or can acquire on reasonable terms, adequate

patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable

proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property

(collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company

nor any of the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of

others with respect to any Intellectual Property (including Intellectual Property which is licensed) or of any facts or circumstances

which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries

therein, and which infringement or conflict or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to

result in a Material Adverse Effect.

(xx)         Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any court or governmental authority or agency is necessary or required (i) for the performance by the Company of its obligations

hereunder, (ii) in connection with the offering, issuance or sale of the Notes under this Agreement or the consummation of the transactions

contemplated by this Agreement or (iii) for the due execution, delivery or performance by the Company of this Agreement, the Indenture,

the Notes or any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of the Subsidiaries

in connection with the consummation of the transactions contemplated herein and in the Time of Sale Prospectus and the Prospectus (including

the issuance and sale of the Notes and the use of proceeds from the sale of the Notes as described in the Time of Sale Prospectus and

the Prospectus under the caption “Use of Proceeds”), except such as have been already obtained or as may be required under

state securities laws and except such where the failure to obtain would not result in a Material Adverse Effect.

(xxi)         Possession

of Licenses, Provider Agreements and Permits. The Company and the Subsidiaries possess all governmental permits, licenses, provider

numbers and agreements, approvals, consents, certificates and other authorizations required (i) under the Medicare, Medicaid and

TRICARE programs, (ii) under the Clinical Laboratories Improvement Act of 1967, as amended (the “CLIA”), (iii) by

the SAMHSA and (iv) as otherwise necessary to conduct the business now operated by them respectively, issued by CMS, the FDA, the

SAMHSA and each other appropriate federal, state, local or foreign regulatory agencies or bodies including, but not limited to, any foreign

regulatory authorities performing functions similar to their respective functions (“Governmental Authorizations”) except

where failure to obtain such Governmental Authorizations would not, singly or in the aggregate, result in a Material Adverse Effect;

the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Authorizations and with the

rules and regulations of the regulatory authorities and governing bodies having jurisdiction with respect thereto, except where

the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Authorizations

are valid and in full force and effect, except when the invalidity of such Governmental Authorizations or the failure of such Governmental

Authorizations to be in full force and effect would not have a Material Adverse Effect; and, except as disclosed in the Time of Sale

Prospectus and the Prospectus or in the documents incorporated by reference therein, neither the Company nor any of the Subsidiaries

has received any notice of proceedings relating to the revocation or modification of any such Governmental Authorizations, nor are there,

to the knowledge of the Company, any pending or threatened actions, suits, claims or proceedings against the Company or any Subsidiary

before any court, governmental agency or body including, but not limited to, CMS, the FDA and the SAMHSA or otherwise that would reasonably

be expected to limit, revoke, cancel, suspend or cause not to be renewed any Governmental Authorizations, in each case, which, singly

or in the aggregate, would result in a Material Adverse Effect.

- 8 -

(xxii)        Licensing

and Accreditation of Laboratories. All of the regional laboratories of the Company and the Subsidiaries in the United States are

eligible for accreditation by CAP and the laboratories of the Subsidiaries in Canada are eligible for accreditation by comparable organizations

in Canada, and all of the laboratories of the Company and the Subsidiaries in the United States are in compliance, in all material respects,

with the standards required by the CLIA and all of the laboratories of the Subsidiaries in Canada are in compliance, in all material

respects, with comparable laws, statutes, rules or regulations in Canada.

(xxiii)       Title

to Property. The Company and the Subsidiaries have valid title to all real property owned by the Company and the Subsidiaries and

good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests,

claims, restrictions or encumbrances of any kind except such as (a) are described in the Time of Sale Prospectus and the Prospectus

and reflected in the financial statements included therein or (b) do not, singly or in the aggregate, materially affect the value

of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries;

and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under

which the Company or any of the Subsidiaries holds properties described in the Time of Sale Prospectus and the Prospectus, are in full

force and effect. Except as described in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of the Subsidiaries

has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of the Subsidiaries

under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the

continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result

in a Material Adverse Effect.

- 9 -

(xxiv)      Insurance.

The Company and the Subsidiaries carry or are entitled to the benefits of insurance, including, without limitation, professional liability

insurance, with financially sound and reputable insurers, in such amounts, containing such deductibles and covering such risks as is

reasonable and prudent in the view of the Company.

(xxv)       Environmental

Laws. Except for such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the

Company nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,

code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative

order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations

relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,

medical specimens, petroleum or petroleum products or nuclear or radioactive material (collectively, “Hazardous Materials”)

or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,

“Environmental Laws”), (B) the Company and the Subsidiaries have all permits, licenses, authorizations and approvals

currently required for their respective businesses under any applicable Environmental Laws and are each in compliance with their requirements,

(C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,

notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of the

Subsidiaries and (D) there are no events, facts or circumstances that might reasonably be expected to form the basis of any liability

or obligation of the Company or any of the Subsidiaries, including, without limitation, any order, decree, plan or agreement requiring

clean-up or remediation, or any action, suit or proceeding by any private party or governmental body or agency, against or affecting

the Company or any of the Subsidiaries relating to any Hazardous Materials or Environmental Laws.

(xxvi)      Registration

Rights. Except as disclosed in the Time of Sale Prospectus and the Prospectus or the documents incorporated by reference therein,

there are no holders of securities (debt or equity) of the Company, or holders of rights (including, without limitation, preemptive rights),

warrants or options to obtain securities of the Company, who have the right to request the Company to register securities held by them

under the 1933 Act.

(xxvii)     Compliance

with Sarbanes-Oxley. There is not and, since the end of the period covered by the annual financial statements incorporated by reference

in the Time of Sale Prospectus and the Prospectus, there has not been any failure on the part of the Company and its Subsidiaries and

their respective officers and directors to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

- 10 -

(xxviii)    Accounting

Controls. The Company and its consolidated Subsidiaries maintain a system of internal accounting controls that is in compliance with

the Sarbanes-Oxley Act and is sufficient to provide reasonable assurances that (A) transactions are executed in accordance with

management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance

with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences.

(xxix)       Investment

Company Act. The Company is not, and will not be as a result of the sale of the Notes pursuant to this Agreement, an investment company

within the meaning of the Investment Company Act of 1940, as amended.

(xxx)        Reporting

Company. The Company is subject to the reporting requirements of Section 13 or Section 15(d) of the 1934 Act.

(xxxi)       Related

Party Transactions. All transactions required to be disclosed under Item 404 of Regulation S-K under the 1933 Act have been disclosed

in the Time of Sale Prospectus and the Prospectus or the Company’s filings with the Commission under the 1934 Act.

(xxxii)      No

Unlawful Payments. Neither the Company nor any of its Subsidiaries nor any director, officer, or employee of the Company or any of

its Subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the

Company or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense

relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or

indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any

of the foregoing, or any political party or party official or candidate for political office; (iii) materially violated or is in

material violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing

the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence

under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered,

agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any

rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its Subsidiaries have instituted,

and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption

laws.

(xxxiii)     Compliance

with Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance

in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any

of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines

issued, administered or enforced by any governmental or regulatory agency (collectively, the “Money Laundering Laws”). No

action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving

the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

- 11 -

(xxxiv)     No

Conflict with OFAC Laws or Other Sanctions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company,

any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently the subject of any sanctions

administered by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the

Treasury (“OFAC”), or other relevant sanctions authority (collectively, “Sanctions”), nor located, organized,

or resident in any country or territory that is the subject of any comprehensive Sanctions (currently Crimea, the so-called Donetsk People’s

Republic and so-called Luhansk People’s Republic, Cuba, Iran, North Korea and the non-government controlled areas of the Zaporizhzhia

and Kherson Regions of Ukraine); and the Company will not knowingly directly or indirectly use the proceeds of the offering, or lend,

contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose

of financing the activities of any person, or in any country or territory that, as of the date hereof and as of the Closing Time, are

the subject of any Sanctions.

(xxxv)      Cybersecurity

and Privacy. Except as disclosed in the Time of Sale Prospectus and the Final Prospectus or except as would not, individually or

in the aggregate, have a Material Adverse Effect, (i) the Company and its Subsidiaries are presently, and since the Company’s

and its Subsidiaries’ inception have been, in compliance with all privacy policies required by applicable laws, contractual obligations,

applicable state, federal and international laws (including without limitation, if and to the extent applicable, the Health Insurance

Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, the

European Union General Data Protection Regulation, the UK General Data Protection Regulation and the Data Protection Act 2018, and the

California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020), statutes, judgments, orders, rules and

regulations of any court or arbitrator or other governmental or regulatory authority, all as it relates to data privacy and information

security (“Data Security Obligations”); (ii) there is no pending, or to the knowledge of the Company, threatened, action,

suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with

any Data Security Obligation; (iii) the Company and its Subsidiaries have established and maintained reasonable data privacy incident

response plans consistent with industry standard practices, which are designed to reasonably respond to data security incidents in accordance

with the Data Security Obligations; (iv) the Company and its Subsidiaries have taken all reasonable actions to comply with all applicable

laws and regulations with respect to all personally identifiable, confidential or regulated data in all material respects, (v) there

have been no known breaches, violations or unauthorized uses of or accesses to the information technology assets and equipment, computers,

systems, networks, hardware, software, websites, applications, and databases of the Company and its Subsidiaries (including the data

and information of their respective customers, employees, suppliers, vendors and any third party data that is maintained by the Company

and its Subsidiaries) and (vi) the Company and its Subsidiaries have at all times made all disclosures to users or customers required

by applicable laws and regulatory rules or requirements and no such disclosures have been in violation of any applicable laws or

regulatory rules and requirements.

- 12 -

(b)            Officer’s

Certificates. Any certificate signed by any officer of the Company or any of its Subsidiaries, as the case may be, delivered to the

Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or any of the Subsidiaries

to each Underwriter as to the matters covered thereby.

SECTION 2.          Sale

and Delivery to Underwriters; Closing.

(a)           Notes.

On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company

agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from

the Company, at the price set forth in Schedule C-1, the aggregate principal amount of Notes set forth in Schedule A opposite the name

of such Underwriter, plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to

the provisions of Section 11 hereof.

(b)           Public

Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the

Notes as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that

the Notes are to be offered to the public upon the terms set forth in the Prospectus.

Payment of the purchase price for, and delivery of certificates for, the Notes shall be made at the offices of Allen Overy Shearman Sterling

US LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as shall be agreed upon by the Representatives and the

Company at 9:00 A.M. (New York Time) on May 6, 2026 (unless postponed in accordance with the provisions of Section 11),

or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such

time and date of payment and delivery being herein called the “Closing Time”).

Payment shall be made to

the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives

for the respective accounts of the Underwriters of certificates for the Notes to be purchased by them. It is understood that each Underwriter

has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for,

the Notes which it has agreed to purchase. GS, JPM and Mizuho, individually and not as representatives of the Underwriters, may (but

shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been

received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

- 13 -

(d)           Denominations;

Registration. Certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee

of the Depositary, pursuant to the DTC Agreement. The certificates for the Notes will be made available for examination by the Representatives

in The City of New York not later than 9:00 A.M. (New York Time) on the business day prior to the Closing Time.

SECTION 3.          Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)            Delivery

of Registration Statement, Time of Sale Prospectus and Prospectus. The Company, as promptly as possible, will deliver to each Underwriter,

without charge, as many copies of the Registration Statement (including exhibits thereto and documents incorporated by reference) and

will deliver to each Underwriter during the period mentioned in Section 3(e) or 3(f) below, as many copies of the Time

of Sale Prospectus, the Prospectus and any amendments and supplements thereto and any documents incorporated therein by reference, in

each case, as such Underwriter may reasonably request.

(b)           Amendments

and Supplements. The Company will, before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the

Prospectus, furnish to you a copy of each such proposed amendment or supplement and not file any such proposed amendment or supplement

to which you reasonably object and file with the Commission within the applicable period specified in Rule 424(b) under the

1933 Act any prospectus required to be filed pursuant to such Rule.

Writing Prospectus. The Company will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf

of, used by, or referred to by the Company and not use or refer to any proposed free writing prospectus to which you reasonably object.

(d)           Free

Writing Prospectus (Underwriter). The Company will not take any action that would result in an Underwriter or the Company being required

to file with the Commission pursuant to Rule 433(d) under the 1933 Act a free writing prospectus prepared by or on behalf of

the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e)           Amend

or Supplement Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Notes at a time

when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which

it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances,

not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information

contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters or counsel to the Company,

it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company will forthwith prepare,

file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements

to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light

of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented,

will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply

with applicable law.

- 14 -

(f)            Amend

or Supplement Prospectus. If, during such period after the first date of the public offering of the Notes, in the opinion of counsel

for the Underwriters or counsel to the Company, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under

the 1933 Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition

exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light

of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered

to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters or counsel to the Company, it is necessary to amend

or supplement the Prospectus to comply with applicable law, the Company will forthwith prepare, file with the Commission and furnish,

at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Notes

may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the

Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the

Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, be misleading

or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g)           Blue

Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Notes

for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives

may designate and to maintain such qualifications in effect as long as required for the sale of the Notes; provided, however,

that (i) the Company shall in no event be required to continue in effect any such qualification for a period of more than 180 days

after the Closing Time, (ii) the Company will not be required to qualify as a foreign corporation or to file a general consent to

service of process in any jurisdiction in which they are not so qualified and (iii) the Company will not be required to subject

itself to taxation (other than any nominal amount) in any jurisdiction if not otherwise so subject.

(h)           Rule 158.

The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to their securityholders

as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of

Section 11(a) of the 1933 Act.

(i)            Use

of Proceeds. The Company will use the net proceeds received by it from the sale of the Notes in the manner specified in the Time

of Sale Prospectus and the Prospectus under “Use of Proceeds”.

(j)            Restriction

on Sale of Notes. Except as otherwise contemplated in the Time of Sale Prospectus and the Prospectus, during the period commencing

on the date hereof and ending at the Closing Time, the Company will not, without the prior written consent of the Underwriters, (i) directly

or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,

grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities or guarantees of debt securities

of the Company or any securities convertible into or exercisable or exchangeable for any debt securities or guarantees of debt securities

of the Company or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any

swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence

of ownership of any debt securities or guarantees of debt securities of the Company, whether any such swap or transaction described in

clause (i) or (ii) above is to be settled by delivery of any debt securities or guarantees of debt securities of the Company

or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Notes to be sold hereunder.

- 15 -

(k)           Final

Term Sheet. The Company will prepare a final term sheet relating to the offering of the Notes, containing only information that describes

the final terms of the Notes or the offering in a form consented to by the Representatives, and will file such final term sheet within

the period required by Rule 433(d)(5)(ii) under the 1933 Act following the date the final terms have been established for the

offering of the Notes.

(l)            Reporting

Requirements. The Company, during the period when the Time of Sale Prospectus or the Prospectus is required to be delivered, will

file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act

and the 1934 Act Regulations.

(m)           DTC

Clearance. The Company will use all reasonable efforts in cooperation with the Underwriters to permit the Notes to be eligible for

clearance and settlement through The Depository Trust Company.

SECTION 4.          Payment

of Expenses.

(a)           Expenses.

The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation,

filing and printing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free

writing prospectus prepared by or on behalf of, used by, or referred to by the Company (including financial statements and any schedules

or exhibits) and of each amendment or supplement thereto, including the filing fees payable to the Commission relating to the Notes

(within the time required by Rule 456(b)(1), if applicable), and the delivery to the Underwriters of copies of each, (ii) the

preparation, printing and delivery to the Underwriters of this Agreement, the DTC Agreement, the Indenture and such other documents as

may be required in connection with the offering, purchase, sale and delivery of the Notes, (iii) the preparation, issuance and delivery

of the certificates for the Notes to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants

and other advisors, (v) the qualification of the Notes under securities laws in accordance with the provisions of Section 3(g) hereof,

including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection

with the preparation of any Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of the Trustee, including the

fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (vii) the filing fees incident

to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the Financial Industry

Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of the Notes, if any, (viii) any fees payable in

connection with the rating of the Notes and (ix) the preparation, printing and delivery to the Underwriters of copies of any Blue

Sky Survey and any supplement thereto.

- 16 -

(b)           Termination

of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 10(a)(i),

10(a)(ii) or Section 12 hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses,

including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5.          Conditions

of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations

and warranties of the Company contained in Section 1(a) hereof or in certificates of any officer of the Company delivered pursuant

to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following further

conditions:

(a)           Opinion

and 10b-5 Letter of Counsel for the Company. At the Closing Time, the Representatives shall have received the favorable opinion and

10b-5 letter, dated as of the Closing Time, of Allen Overy Shearman Sterling US LLP, counsel for the Company, in form and substance reasonably

satisfactory to counsel for the Underwriters in substantially the form set forth in Exhibit A hereto.

(b)           Opinion

and 10b-5 Letter of Vice President and Corporate Secretary of the Company. At the Closing Time, the Representatives shall have received

the favorable opinion and 10b-5 letter, dated as of the Closing Time, of Sean D. Mersten, Vice President and Corporate Secretary of the

Company, in form and substance reasonably satisfactory to counsel for the Underwriters in substantially the form set forth in Exhibit B

hereto.

and 10b-5 Letter of Counsel for the Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion

and 10b-5 letter, dated as of the Closing Time, of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters.

(d)           Officers’

Certificate. At the Closing Time, (i) the Prospectus, as it may then be amended or supplemented, including the documents incorporated

by reference therein, shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading; (ii) there shall not have been, since

the respective dates as of which information is given in the Time of Sale Prospectus, any Material Adverse Effect; (iii) the Company

shall have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing

Time; and (iv) the representations and warranties of the Company in Section 1(a) shall be accurate and true and correct

as though expressly made at and as of the Closing Time. The Representatives shall have received a certificate of Sam Samad, Executive

Vice President and Chief Financial Officer of the Company, and Sandip Patel, Vice President and Treasurer of the Company, dated as of

the Closing Time, to such effect.

(e)           Prospectus,

Final Term Sheet and Free Writing Prospectus. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under

the 1933 Act within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act; the final

term sheet substantially in the form of Schedule C-2 hereto, and any material required to be filed by the Company pursuant to Rule 433(d) under

the 1933 Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433;

no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding

for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission and no notice of objection

of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under

the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any issuer free writing prospectus

shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission

shall have been complied with to the Representatives’ reasonable satisfaction.

- 17 -

(f)            Comfort

Letters. At each of the times of the execution of this Agreement and the Closing Time, the Representatives shall have received from

PricewaterhouseCoopers LLP letters with respect to the Company dated the date hereof or the Closing Time, as the case may be, in form

and substance satisfactory to the Representatives or to counsel for the Underwriters and to PricewaterhouseCoopers LLP, containing statements

and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the

financial statements and certain financial information of the Company contained in the Registration Statement, the Time of Sale Prospectus

and the Prospectus; provided that the letter delivered at the Closing Time shall use a “cut-off date” no more than

three business days prior to the Closing Time.

(g)           Maintenance

of Rating. At the Closing Time, the Notes shall be rated at investment grade by Moody’s Investors Service, Inc., S&P

Global Inc. and Fitch Ratings, Inc. and the Company shall have delivered to the Representatives a letter dated the Closing Time,

from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Notes have such ratings; and

since the date of this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Notes

or any of the Company’s other debt securities or debt instruments by any “nationally recognized statistical rating organization”

(as that term is defined under Section 3(a)(62) of the 1934 Act), and no such organization shall have publicly announced that it

has under surveillance or review its rating of the Notes or any of the Company’s other debt securities or debt instruments.

(h)           Twenty-Fourth

Supplemental Indenture. At or prior to the Closing Time, the Company and the Trustee shall have executed and delivered the Twenty-Fourth

Supplemental Indenture.

(i)            Additional

Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents and opinions as they may

reasonably require (including any consents under any agreements to which the Company is a party) for the purpose of enabling them to

pass upon the issuance and sale of the Notes as herein contemplated, or in order to evidence the accuracy of any of the representations

or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection

with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and

counsel for the Underwriters.

(j)            Termination

of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,

this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time, and such

termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections

1, 7, 8 and 9 shall survive any such termination and remain in full force and effect.

- 18 -

SECTION 6.          Covenants

of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company

being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter

that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

SECTION 7.          Indemnification.

(a)           Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors and officers of each Underwriter,

and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the

1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below, as follows:

(i)            against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement or amendment thereof, any preliminary prospectus, the Time of Sale

Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the 1933 Act, any Company information that the

Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or the Prospectus or any amendment or

supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order

to make the statements therein, (and other than with respect to the Registration Statement, in light of the circumstances in which they

were made) not misleading;

(ii)           against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to

Section 7(d) below) any such settlement is effected with the written consent of the Company; and

(iii)          against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency

or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising

out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written

information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

- 19 -

(b)           Indemnification

of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors and

officers, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20

of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of

this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in

the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus

or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such

Underwriter through the Representatives expressly for use therein.

against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying

party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying

party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result

thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.

In the case of parties indemnified pursuant to Section 7(a) above, counsel to such indemnified parties shall be selected by

the Representatives, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to such indemnified parties

shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,

however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel

to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition

to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate

but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying

party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment

with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any

claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof

(whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes

an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim

and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified

party.

(d)           Settlement

without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of

the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into

more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received

notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying

party shall not have reimbursed such indemnified party for the indemnified party’s reasonable fees and expenses of counsel in accordance

with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified

party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying

party shall not be liable for any settlement effected without its consent if such indemnifying party (A) reimburses such indemnified

party in accordance with such request to the extent it considers such request to be reasonable and (B) provides written notice to

the indemnified party disputing the unpaid balance in good faith and substantiating the unpaid balance as unreasonable, in each case

prior to the date of such settlement, subject to provision of notice by the indemnified party in accordance with (i) and (ii) above.

- 20 -

SECTION 8.          Contribution.

If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified

party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in

such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the

other hand from the offering of the Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) is

not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above

but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements

or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received

by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Notes pursuant to this Agreement

shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement

(before deducting expenses) received by the Company and the total discount received by the Underwriters, in each case as set forth

on the cover of the Prospectus bear to the aggregate initial offering prices of the Notes as set forth on such cover of the Prospectus.

The relative fault of the

Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such

untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information

supplied by the Company or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission.

The Company and the Underwriters

agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation

(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take

account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims,

damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal

or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any

investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such

untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions

of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at

which the Notes sold by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such

untrue or alleged untrue statement or omission or alleged omission.

- 21 -

No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person

who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 8,

(a) each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of

the 1934 Act shall have the same rights to contribution as such Underwriter and (b) each director of the Company and each person,

if any, who controls the Company, as the case may be, within the meaning of Section 15 of the 1933 Act or Section 20 of the

1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant

to this Section 8 are several in proportion to the principal amount of Notes set forth opposite their respective names in Schedule A

hereto and not joint.

SECTION 9.          Representations,

Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates

of officers of the Company or any of the Subsidiaries submitted pursuant hereto shall remain operative and in full force and effect,

regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and

shall survive delivery of the Notes to the Underwriters.

SECTION 10.        Termination

of Agreement.

(a)            Termination;

General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time

(i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given

in the Time of Sale Prospectus, any material adverse change in the condition (financial or otherwise), earnings, business affairs or

business prospects of the Company and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of

business, (ii) if there shall have occurred a downgrading in the rating of the Company’s debt securities by any nationally

recognized statistical rating organization, or if such rating organization shall have publicly announced that it has under surveillance

or review, with possible negative implications, its rating of the Company’s debt securities, (iii) if there has occurred any

material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities

or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international

political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives,

impracticable to market the Notes or to enforce contracts for the sale of the Notes, (iv) if trading in any securities of the Company

has been suspended or limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange

or on the NASDAQ Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum

ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental

authority, or (v) if a banking moratorium has been declared by either federal or New York authorities.

- 22 -

(b)            Liabilities.

If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party

except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8 and 9 shall survive such termination and remain

in full force and effect.

SECTION 11.        Default

by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Notes which

it or they are obligated to purchase under this Agreement (the “Defaulted Notes”), the Representatives shall have the right,

but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other

underwriters, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms

herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(A)            if

the number of Defaulted Notes does not exceed 10% of the aggregate principal amount of the Notes to be purchased hereunder, each of the

non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that

their respective obligations hereunder bear to the obligations of all non-defaulting Underwriters, or

(B)            if

the number of Defaulted Notes exceeds 10% of the aggregate principal amount of the Notes to be purchased hereunder, this Agreement shall

terminate without liability on the part of any non-defaulting Underwriters.

No action taken pursuant

to this Section shall relieve any defaulting Underwriters from liability in respect of its default.

In the event of any such

default which does not result in a termination of this Agreement, either (i) the Representatives or (ii) the Company shall

have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration

Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriters”

includes any person substituted for an Underwriter under this Section 11.

SECTION 12.         Default

by the Company. If the Company shall fail at the Closing Time to sell the number of Notes that they are obligated to sell hereunder,

then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that

the provisions of Sections 1, 4, 7, 8 and 9 shall remain in full force and effect. No action taken pursuant to this Section shall

relieve the Company from liability, if any, in respect of such default.

SECTION 13.         Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

by any standard form of telecommunication. Notices to the Underwriters shall be directed to Goldman Sachs & Co. LLC at 200 West

Street, New York, NY 10282, attention of Registration Department, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP,

One New York Plaza, New York, New York 10004, attention of Mark S. Hayek, Esq.; J.P. Morgan Securities LLC at 270 Park Avenue, New

York, NY 10017, attention of Investment Grade Syndicate Desk, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One

New York Plaza, New York, New York 10004, attention of Mark S. Hayek, Esq.; and Mizuho Securities USA LLC at 1271 Avenue of the

Americas, New York, NY 10020, attention of Debt Capital Markets, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP,

One New York Plaza, New York, New York 10004, attention of Mark S. Hayek, Esq.; and notices to the Company shall be directed to

it at 500 Plaza Drive, Secaucus, NJ 07094, attention of Vice President, Corporate Secretary, with a copy to Allen Overy Shearman Sterling

US LLP, 599 Lexington Avenue, New York, New York 10022, attention of Lona Nallengara, Esq.

- 23 -

SECTION 14.         Parties.

This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing

expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters

and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 7

and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement

or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive

benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors

and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of the Notes from

any of the Underwriters shall be deemed to be a successor by reason merely of such purchase.

SECTION 15.         Governing

Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD

TO CONFLICTS OF LAW PRINCIPLES THEREOF. SPECIFIED TIMES OF DAY HEREIN REFER TO NEW YORK CITY TIME.

SECTION 16.         Effect

of Headings. The Article, Section and subsection headings herein and the Table of Contents are for convenience only and shall

not affect the construction hereof.

SECTION 17.         Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the

validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement

is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor

changes) as are necessary to make it valid and enforceable.

SECTION 18.         No

Advisory or Fiduciary Responsibility. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes

pursuant to this Agreement, including the determination of the offering price of the Notes and any related discounts and commissions,

is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand,

and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions

contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction

each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its affiliates, stockholders,

creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility

in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether

such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the

obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged

in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have

no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Underwriters have

not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted

its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company hereby waives and releases, to

the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach

or alleged breach of fiduciary duty.

- 24 -

SECTION 19.         Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,

were governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 19:

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(i)            a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)           a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)          a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,

as applicable.

- 25 -

“U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 20.         General

Provisions.

(a)           General.

This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed by any one

or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts

shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any

electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the Electronic Signatures

and Records Act or other applicable law, e.g., www.Docusign.com) or any other transmission method and any counterpart so delivered shall

be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified

unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by

each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall

not affect the construction or interpretation of this Agreement.

(b)           USA

Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

- 26 -

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along

with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.

Very Truly Yours,

QUEST DIAGNOSTICS INCORPORATED

By:

/s/ Sandip Patel

Name:

Sandip Patel

Title:

Vice President & Treasurer

[Signature Page to Quest Diagnostics Incorporated

Underwriting Agreement]

CONFIRMED

AND ACCEPTED,

as of the date first above written:

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

MIZUHO SECURITIES USA LLC

By:

GOLDMAN SACHS & CO. LLC

/s/ Karim Saleh

Name: Karim Saleh

Title: Managing Director

By:

J.P. MORGAN SECURITIES LLC

/s/ Som Bhattacharyya

Name: Som Bhattacharyya

Title: Executive Director

By:

MIZUHO SECURITIES USA LLC

/s/ Moshe Tomkiewicz

Name: Moshe Tomkiewicz

Title: Managing Director

For themselves and the other Underwriters

named in Schedule A hereto.

[Signature Page to Quest Diagnostics Incorporated

Underwriting Agreement]

SCHEDULE A – Underwriters

Name of Underwriter

Principal

Amount

of Notes To

Be Purchased

Goldman Sachs & Co. LLC

$ 95,000,000

J.P. Morgan Securities LLC

$ 95,000,000

Mizuho Securities USA LLC

$ 95,000,000

Morgan Stanley & Co. LLC

$ 45,000,000

Wells Fargo Securities, LLC

$ 45,000,000

Credit Agricole Securities (USA) Inc.

$ 26,250,000

MUFG Securities Americas Inc.

$ 26,250,000

PNC Capital Markets LLC

$ 26,250,000

BofA Securities, Inc.

$ 13,750,000

Fifth Third Securities, Inc.

$ 13,750,000

KeyBanc Capital Markets Inc.

$ 10,000,000

BNY Mellon Capital Markets, LLC

$ 8,750,000

Total:

$ 500,000,000

A-1

SCHEDULE B – TIME OF SALE PROSPECTUS

1. Prospectus dated June 20, 2025 relating to the Shelf Securities.

2. Preliminary prospectus supplement dated April 27, 2026 relating

to the Notes.

3. Final Term Sheet for the Notes.

B-1

SCHEDULE C-1 – PURCHASE PRICE

The

purchase price for the 5.000% Senior Notes due 2036 is 98.101%.

C-1-1

SCHEDULE C-2

FINAL TERM SHEET

Dated April 27,

2026

$500,000,000

Quest Diagnostics

Incorporated

$500,000,000 5.000%

Senior Notes due 2036

Issuer:

Quest Diagnostics Incorporated

Trade

Date:

April 27, 2026

Original

Issue Date (Settlement):*

May 6, 2026 (T+7)

Interest

Accrual Date:

May 6, 2026

Ratings:**

[Reserved]

Principal

Amount:

$500,000,000

Maturity

Date:

June 30, 2036

Issue

Price (Price to Public):

98.751% of the principal

amount

Yield:

5.158%

Interest

Rate:

5.000% per annum

Interest

Payment Period:

Semi-annual

Interest

Payment Dates:

Each June 30 and

December 30, commencing December 30, 2026

Treasury

Benchmark:

4.125% due February 15,

2036

Spread

to Benchmark:

T+82 bps

Benchmark

Yield:

4.338%

Optional

Redemption:

Prior

to March 30, 2036 (three months prior to their maturity date) (the “Par Call Date”),

the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time

to time, at a redemption price (expressed as a percentage of principal amount and rounded to three

decimal places) equal to the greater of:

· (a) the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury

Rate plus 15 basis points less (b) interest accrued to the date of redemption; and

C-2-1

· 100%

of principal amount of the Notes to be redeemed

plus, in either case, accrued and

unpaid interest thereon to the redemption date.

On or after the Par Call Date, the

Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal

amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

CUSIP:

74834L BH2

ISIN:

US74834LBH24

Joint

Book-Running Managers:

Goldman

Sachs & Co. LLC

J.P. Morgan Securities LLC

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

Wells Fargo Securities, LLC

Credit Agricole Securities (USA)

Inc.

MUFG Securities Americas Inc.

PNC Capital Markets LLC

Co-Managers:

BofA

Securities, Inc.

Fifth Third Securities, Inc.

KeyBanc Capital Markets Inc.

BNY Mellon Capital Markets, LLC

C-2-2

Conflicts

of Interest:

The net proceeds of

this offering are expected to be used for general corporate purposes, which may include the repayment of indebtedness. The indebtedness

the Issuer may repay with the net proceeds of this offering includes its 3.45% Senior Notes which mature on June 1, 2026 (the

“3.45% Senior Notes”). Certain of the underwriters (or their affiliates) may hold the 3.45% Senior Notes and would receive

a portion of the proceeds from this offering if such notes were to be repaid. In addition, certain of the underwriters (or their

affiliates) may be lenders under the Issuer’s senior unsecured revolving credit facility or the Issuer’s secured receivables

credit facility and would receive a portion of the proceeds from this offering if any outstanding borrowings under such credit facilities

were to be repaid. If any one underwriter, together with its affiliates, were to receive 5% or more of the net proceeds of this offering

by reason of the redemption or repayment, such underwriters would be deemed to have a “conflict of interest” within the

meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). Accordingly,

this offering will be conducted in accordance with Rule 5121. No underwriter with a “conflict of interest” under

Rule 5121 will confirm sales to any account over which it exercises discretion without the specific written approval of the

account holder.

Global

Settlement:

Through The Depository

Trust Company, Euroclear or Clearstream, Luxembourg.

Capitalized

terms used but not defined herein have the meanings given to them in the preliminary prospectus supplement.

*Note: It is

expected that delivery of the notes will be made against payment therefor on or about May 6, 2026, which is the seventh business

day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Exchange

Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly

agree otherwise. Accordingly, purchasers who wish to trade the notes on any day prior to the first business day before delivery will

be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time

of any such trade to prevent a failed settlement.

**Note: A securities

rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The Issuer has

filed a registration statement (including a prospectus and a prospectus supplement) with the Securities and Exchange Commission (the

“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the prospectus

supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the

Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s Web site at www.sec.gov. Alternatively,

the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement

if you request it 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.

C-2-3

SCHEDULE D – SUBSIDIARIES

Company

Registered Alternate name

100% Quest Diagnostics Holdings Incorporated (DE)

100% Quest Diagnostics International Holdings Limited (UK)

100% Quest Diagnostics Holdings Ltd. (UK)

100% ExamOne Canada, Inc. (New Brunswick, Canada)

99.9% Quest Diagnostics HTAS India Private Limited (India) (0.1% Quest Diagnostics International Holdings Limited (UK))

100% Quest Diagnostics of Puerto Rico, Inc. (Puerto Rico)

100% Quest Diagnostics Ireland Limited (Ireland)

100% Quest Diagnostics (Shanghai) Co., Ltd. (China)

100% Quest Diagnostics Clinical Laboratories, Inc. (DE)

Advanced Toxicology Network

Quest Diagnostics

100% Quest Consumer Inc. (DE)

100% Quest Procurement LLC (DE)

100% LabOne, LLC (MO)

Quest Diagnostics

LabOne, LLC of Kansas

100% ExamOne World Wide, Inc. (PA)

100% ExamOne LLC (DE)

100% ExamOne World Wide of NJ, Inc. (NJ)

100% DGXWMT JV, LLC (DE)

100% PACK Health, LLC (AL)

100% Quest HealthConnect, LLC (CA)

100% Quest Diagnostics Health & Wellness, LLC (DE)

100% LabOne of Ohio, Inc. (DE)

Quest Diagnostics

51% Diagnostic Laboratory of Oklahoma LLC (OK)

D-1

Company

Registered Alternate name

49% Sonora Quest Laboratories LLC (AZ)

100% Quest Diagnostics do Brasil Ltda. (Brazil)

100% Quest Diagnostics Incorporated (MD)

100% Quest Diagnostics India Private Limited (India)

100% Quest Diagnostics International LLC (DE)

100% Quest Diagnostics Investments LLC (DE)

100% Quest Diagnostics LLC (IL)

Quest Diagnostics LLC

47.19% Diagnostic Lab of Michigan, LLC (DE) (Quest Diagnostics

Clinical Laboratories, Inc. (DE) (3.67%); and AmeriPath Indianapolis, P.C. (IN) (0.14%))

100% Quest Diagnostics LLC (MA)

Quest Diagnostics LLC

Quest Diagnostics of Connecticut LLC

81.1% Quest Diagnostics Massachusetts LLC (MA)

100% Quest Diagnostics LLC (CT)

99.9% Quest Diagnostics Mexico, S de RL de CV (Mexico) (0.1% Quest Diagnostics Holdings Incorporated (DE))

100% Quest Diagnostics Nichols Institute (CA)

Quest Diagnostics Nichols

Institute (CA) Inc.

Quest Diagnostics Nichols

Institute Inc.

D-2

Company

Registered Alternate name

100% Quest Diagnostics of Pennsylvania Inc. (DE)

51% Quest Diagnostics Venture LLC (PA)

53.5% Associated Clinical Laboratories of Pennsylvania, L.L.C. (PA)

1% Associated Clinical Laboratories, L.P. (PA)

52.97% Associated Clinical Laboratories, L.P. (PA)

100% Quest Diagnostics Receivables Inc. (DE)

100% Quest Diagnostics TB, LLC (DE)

100% CML Ontario Inc. (Ontario, Canada)

M-Health Solutions

100% LifeLabs GP ULC (Ontario, Canada)

99.995% LifeLabs BC LP (Ontario, Canada) (0.005% LifeLabs GP ULC (Ontario, Canada))

BC Biomedical Laboratories

99.995% LifeLabs LP (Ontario, Canada) (0.005% LifeLabs GP ULC (Ontario, Canada))

CML Bioanalytics

Excelleris Technologies

LifeLabs

Lifelabs Bioanalytical Laboratory Services

LifeLabs Genetics

LifeLabs Medical Laboratory Services

Rocky Mountain Analytical

100% American Medical Laboratories, Incorporated (DE)

100% Quest Diagnostics Nichols Institute, Inc. (VA)

Quest Diagnostics

Quest Diagnostics Nichols Institute, Inc. of Virginia

100% Quest Diagnostics Incorporated (NV)

Quest Diagnostics Incorporated of Nevada

Quest Diagnostics

100% Quest Diagnostics Esoteric Massachusetts, Inc. (DE)

Athena Diagnostics

100% Blueprint Genetics Oy (Finland)

100% Blueprint Genetics FZ-LLC (UAE)

D-3

Company

Registered Alternate name

100% Cleveland HeartLab, Inc. (DE)

Cleveland Heartlab Services, Inc.

100% Haystack Oncology, Inc. (DE)

100% Haystack Oncology GmbH (Germany)

100% Isabella Street Urban Renewal, LLC (NJ)

100% Med Fusion, LLC (TX)

100% Reprosource Fertility Diagnostics, Inc. (MA)

100% Unilab Corporation (DE)

Quest Diagnostics

100% AmeriPath, Inc. (DE)

100% AmeriPath Cincinnati, Inc. (OH)

Dermpath Diagnostics

Richfield Laboratory of Dermatopathology

100% AmeriPath Cleveland, Inc. (OH)

100% AmeriPath Consolidated Labs, Inc. (FL)

100% AmeriPath Florida, LLC (DE)

AmeriPath Central Florida

AmeriPath South Florida

Bay Area Dermatopathology

Dermpath Diagnostics

Dermpath Diagnostics Bay Area

Dermpath Diagnostics South Florida

Institute for Immunofluorescence

Institute for Podiatric Pathology

100% AmeriPath Hospital Services Florida, LLC (DE)

D-4

Company

Registered Alternate name

100% AmeriPath Kentucky, Inc. (KY)

100% AmeriPath Lubbock 5.01(A) Corporation (TX)

Arlington Pathology Associates

Dermpath Diagnostics Texas

North Arlington Pathology Associates

Pathology Associates of Texas

100% AmeriPath

New York, LLC (DE)

AmeriPath East

AmeriPath Gastrointestinal Diagnostics

AmeriPath Northeast

Dermpath Diagnostics

Ackerman Academy of Dermatopathology

Dermpath Diagnostics New York

100% AmeriPath Texas Inc. (DE)

100% AmeriPath Tucson, Inc. (AZ)

AmeriPath Arizona

Dermpath Diagnostics

100% Consolidated DermPath, Inc. (DE)

100% DFW 5.01(a) Corporation (TX)

AmeriPath North Texas

100% Diagnostic Pathology Services, Inc. (OK)

AmeriPath Oklahoma

100% Kailash B. Sharma, M.D., Inc. (GA)

100% Nuclear Medicine and Pathology Associates (GA)

100% Institute for Dermatopathology, Inc. (PA)

AmeriPath Mid Atlantic

Dermpath Diagnostics

The Dermatopathology Laboratory

100% Ocmulgee Medical Pathology Association, Inc. (GA)

AmeriPath Georgia Gastrointestinal Diagnostics

Dermpath Diagnostics

100% Specialty Laboratories, Inc. (CA)

Quest Diagnostics Nichols

Institute of Valencia, Inc.

Additional

Entities Consolidated for Accounting Purposes

AmeriPath Indianapolis, PC (IN)

AmeriPath Indianapolis, PSC

AmeriPath Indianapolis Medical Pathology

Dermpath Diagnostics

D-5

Company

Registered Alternate name

Colorado Pathology Consultants, P.C. (CO)

AmeriPath Colorado

Dermpath Diagnostics

Dermatopathology of Wisconsin, S.C. (WI)

AmeriPath Great Lakes

Dermpath Diagnostics

Hoffman, M.D., Associated Pathologists, Chartered (NV)

Associated Pathologists, Chartered

APC at Liberation Drive

Kilpatrick Pathology, P.A. (NC)

PhenoPath Laboratories, PLLC (WA)

PhenoPath Laboratories, LLC

D-6

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613096d1_ex99-1.htm · Sequence: 3

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

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Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration