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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 29, 2026
INTUITIVE SURGICAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-30713 | | 77-0416458 |
(State or Other Jurisdiction of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1020 Kifer Road
Sunnyvale, California 94086
(Address of Principal Executive Offices) (zip code)
Registrant’s telephone number, including area code: (408) 523-2100
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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | ISRG | | The Nasdaq Global Select Market |
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. ¨
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 29, 2026, the Board of Directors (the “Board”) of Intuitive Surgical, Inc. (the “Company”) approved an increase in the size of the Board from ten to eleven members and appointed Aaron Martin to fill the resulting vacancy, effective as of January 1, 2027. Mr. Martin will not be appointed to any committees as of the effective date. The Board has determined that Mr. Martin is an independent director under applicable rules of the Nasdaq Stock Market (“Nasdaq”) and the U.S. Securities and Exchange Commission.
Pursuant to the Company’s standard compensation program for its non-employee directors, Mr. Martin will receive an annual cash retainer of $70,000 for service as a member of the Board, which amount will be prorated for the portion of the fiscal year remaining following the effective date of his appointment. Mr. Martin will receive, pursuant to the Company’s Amended and Restated 2010 Incentive Award Plan, an initial grant of restricted stock units (“RSUs”) with a value of $93,333, which is a prorated amount based on the number of months remaining between the effective date of his appointment and the expected date of the next annual grant (the “Target RSU Value”). The number of RSUs granted will be determined by dividing the Target RSU Value by the 30 trading-day average closing price of the Company’s common stock, as reported by Nasdaq, through the last trading day of the month prior to the grant date. These RSUs will vest fully on the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting of stockholders following the grant date, subject to Mr. Martin’s continued service to the Company through such date. In addition, in connection with his appointment, the Company will enter into its standard form of indemnity agreement with Mr. Martin.
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| Item 7.01. | Regulation FD Disclosure. |
On November 2, 2026, concurrently with the filing of this Current Report on Form 8-K, the Company issued a press release announcing the appointment of Mr. Martin, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description | | |
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| 99.1 | | Press release issued by Intuitive Surgical, Inc., dated November 2, 2026 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | INTUITIVE SURGICAL, INC. | |
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| Date: November 2, 2026 | | By: | /s/ JAMIE E. SAMATH | |
| | | | Name: Jamie E. Samath | |
| | | | Title: Executive Vice President, Chief Financial Officer |
Intuitive Appoints Aaron Martin to its Board of Directors
SUNNYVALE, Calif., Nov. 02, 2026 (GLOBE NEWSWIRE) – Intuitive (NASDAQ: ISRG), a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery, today announced the appointment of Aaron Martin, President of Insurance at Humana, to its board of directors, effective January 1, 2027.
"Aaron has spent his career building and scaling healthcare technology at the point where payers, providers, and patients converge – a perspective that will sharpen our board's thinking as we further expand access to minimally invasive care globally," said Intuitive CEO Dave Rosa. "His combination of digital innovation expertise, health system leadership, and large-scale insurance operations experience will deepen our ability to reach more patients with the best care.”
In his role at Humana, Martin holds broad responsibility for strategy, growth, operations, and financial performance across Humana's insurance portfolio and serves on the Humana Enterprise Leadership Team, reporting to the CEO. Prior to Humana, Martin spent almost four years at Amazon as Vice President of Healthcare, where he launched Amazon Clinic – the company's first message and video-based telehealth platform – and built Amazon's Health Conditions Programs in partnership with leading digital health companies. He also led brand and performance marketing and strategic partnerships for Amazon Health Services.
Before Amazon, Martin served as Executive Vice President and Chief Digital Officer at Providence St. Joseph Health, a $26 billion not-for-profit health system, where he led the consumer-facing digital business and founded and served as Managing General Partner of Providence Ventures, a $300 million corporate venture fund with 27 portfolio companies. He has also served as a board member for organizations including Kyruus, Wildflower Health, Xealth, DexCare, AVIA, and Presbyterian Health System.
Martin holds a Bachelor of Arts in Business & Economics and Music Performance from Austin College and an MBA in Finance and Healthcare Management from the Wharton School of the University of Pennsylvania.
"Intuitive has differentiated its platforms by leveraging the power of technology to enhance patient care and improve outcomes, and I am honored to join the board at such an exciting moment in the company's journey,” said Martin. “I look forward to contributing to expanding access to minimally invasive care for more patients worldwide."
With Martin’s addition, Intuitive’s board of directors will expand from 10 to 11 members.
Contact Information:
Media.inquiries@intusurg.com
About Intuitive
Intuitive (NASDAQ: ISRG), headquartered in Sunnyvale, California, is a global leader in minimally invasive care and the pioneer of robotic surgery. Our technologies include the da Vinci surgical system and the Ion endoluminal system. By uniting advanced systems, progressive learning, and value-enhancing services, we help physicians and their teams optimize care delivery to support the best outcomes possible. At Intuitive, we envision a future of care that is less invasive and profoundly better, where disease is identified early and treated quickly, so that patients can get back to what matters most.
Forward-Looking Statements
This press release contains forward-looking statements which relate to expectations concerning matters that are not historical facts. Statements using words such as “anticipates,” “expects,” “intends,” “may,” “will,” “can,” “could,” “should,” “would,” and similar words and expressions are intended to identify forward-looking statements. It includes a forward-looking statement regarding the anticipated effective date of Martin's appointment to the board of directors. The appointment is subject to Martin's continued willingness and ability to serve, and actual results may differ. It also includes statements about expanding access to minimally invasive care and our ability to reach more patients. These forward-looking
statements should be considered in light of various important factors and involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance, or achievements of Intuitive to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and which are based on current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict. Intuitive undertakes no obligation to publicly update or release any revisions to these forward-looking statements, except as required by law.
