Intuitive Surgical insider plans $13.9M sale after option exercise

Rhea-AI Filing Summary

Form 144 filing for Intuitive Surgical, Inc. (ISRG) shows a proposed sale of 29,360 common shares to be executed through Morgan Stanley Smith Barney on 08/29/2025, with an aggregate market value of $13,872,227.13. The shares were acquired the same day by stock option exercise and paid for in cash. The filing identifies prior sales during the past three months by Gary S. Guthart totaling 10,693 shares on 07/28/2025 for gross proceeds of $5,329,417.02. The filer affirms they are not aware of any undisclosed material adverse information and includes the standard Rule 10b5-1/trading-plan notice language.

Positive

• None.

Negative

• Proposed insider sale of 29,360 shares valued at $13,872,227.13 scheduled for 08/29/2025 could dilute perceived insider holding concentration
• Recent selling activity by Gary S. Guthart in July 2025 totaling 10,693 shares for gross proceeds of $5,329,417.02 indicates ongoing monetization of shares

Insights

Corporate Governance Expert

TL;DR: Insider plans to sell exercised option shares worth ~$13.9M; routine disclosure but monitor timing relative to company news.

The filing documents a non-officer insider sale executed by stock option exercise and an immediate proposed disposition of those same shares. Such filings are typical when executives exercise equity compensation and monetize portions of holdings. The representation that no material nonpublic information exists and the inclusion of prior July sales indicate routine liquidity actions rather than an operational red flag. For governance review, assess whether sales follow an established trading plan and the insider's remaining ownership stake to evaluate alignment with shareholders.

Securities Analyst

TL;DR: The sale size (~29,360 shares, $13.9M) is notable in absolute dollars but appears procedural given acquisition by option exercise.

From a market impact standpoint, a single proposed sale of this magnitude may exert short-term downward pressure depending on liquidity, but the shares were acquired and exercised on the same date, suggesting the transaction is a monetization of compensation rather than a signal about fundamentals. Recent July dispositions (10,693 shares for ~$5.33M) show the filer has been selling in recent weeks. Investors should note the broker and exchange (Morgan Stanley Smith Barney; NASDAQ) and confirm execution details in subsequent Form 4 filings for timing and final proceeds.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	29360	13872227.13	358476506	08/29/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/29/2025	Stock Option Exercise	ISSUER			29360	08/29/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
GARY S GUTHART 1020 KIFER ROAD SUNNYVALE CA 94086	Common	07/28/2025	7893	3935755.26
GARY S GUTHART 1020 KIFER ROAD SUNNYVALE CA 94086	Common	07/28/2025	2800	1386662.76

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What insider sale does the ISRG Form 144 report?

The filing reports a proposed sale of 29,360 common shares of ISRG via Morgan Stanley Smith Barney on 08/29/2025, valued at $13,872,227.13.

Who is the seller named in the filing?

The recent sales listed name Gary S. Guthart at 1020 Kifer Road, Sunnyvale, CA, as the seller for prior transactions on 07/28/2025.

How were the shares being sold acquired?

The 29,360 shares were acquired on 08/29/2025 by stock option exercise from the issuer and paid for in cash.

Were there any sales of ISRG shares by the filer in the last three months?

Yes, two sales on 07/28/2025 totaling 10,693 shares for gross proceeds of $5,329,417.02.

Does the filer claim possession of material nonpublic information?

No. The filer represents by signing the notice that they do not know of any undisclosed material adverse information about the issuer.