Intuitive Surgical (ISRG) director settles PSUs, RSUs and tax shares

Rhea-AI Filing Summary

Intuitive Surgical director Gary S. Guthart reported multiple equity award transactions in company stock. On February 28, 2026, he exercised 26,334 performance stock units and 2,506 restricted stock units, which converted into an equal number of common shares at no exercise price.

To satisfy statutory tax withholding on these settlements, 1,243 shares and 13,059 shares of common stock were disposed of at $503.51 per share, described as share withholding rather than open-market selling. Following these transactions, Guthart continued to hold common stock directly and also indirectly through several trusts for family members.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GUTHART GARY S

(Last) (First) (Middle)

1020 KIFER ROAD

(Street)

SUNNYVALE CA 94086

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC [ ISRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2026		M(1)		2,506	A	$0.0	11,757	D
Common Stock	02/28/2026		F(1)		1,243	D	$503.51	10,514	D
Common Stock	02/28/2026		M(2)		26,334	A	$0.0	36,848	D
Common Stock	02/28/2026		F(3)		13,059	D	$503.51	23,789	D
Common Stock								15,720	I	Trust FBO Daughter
Common Stock								15,720	I	Trust FBO Son
Common Stock								1,231,890	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units - 2-28-2023	$0.0	02/28/2026		M			26,334	(2)	(2)	Common Stock	26,334	$0.0	0	D
Restricted Stock Units	$0.0	02/28/2026		M			2,506	(4)	02/28/2026(4)	Common Stock	2,506	$0.0	0	D

Explanation of Responses:

1. RSUs vest 25% per year over a four year period, commencing on the first anniversary of the grant date. RSUs convert into common stock on the vest date on a one-for-one basis. 25% of the shares have been released and a portion of the shares were held back to cover the statutory tax withholding requirements. The net shares were deposited into the holders account.

2. Represents performance stock units ("PSUs") initially granted to the Reporting Person on February 28, 2023 subject to achievement of certain performance metrics. The performance criteria for the PSUs reported herein have been achieved, as determined by the Compensation Committee of the Issuer. The PSUs reported herein vest on February 28, 2026, the third anniversary of the grant date, subject to Reporting Person's continuous service to the Issuer through each such vesting date.

3. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs reported on this Form 4.

4. Each RSU granted represents a contingent right to receive one share of Intuitive Surgical common stock. The grant vests 25% on the first anniversary of the date of grant and annually thereafter, over a four year period.

	By: Stephanie Lim-Ignacio For: Guthart, Gary S	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Gary S. Guthart report at Intuitive Surgical (ISRG)?

Gary S. Guthart reported exercising performance stock units and restricted stock units that converted into Intuitive Surgical common stock. Some shares were then withheld and disposed of to cover statutory tax obligations tied to these equity award settlements.

How many Intuitive Surgical (ISRG) performance stock units did Guthart exercise?

Guthart exercised 26,334 performance stock units that had met their performance criteria and vested on February 28, 2026. These units converted on a one-for-one basis into 26,334 shares of Intuitive Surgical common stock upon settlement of the award.

Were Gary S. Guthart’s Intuitive Surgical (ISRG) share disposals open-market sales?

The reported share disposals were characterized as tax-withholding transactions, not open-market sales. A total of 1,243 and 13,059 Intuitive Surgical common shares were delivered to cover statutory tax liabilities arising from the settlement of his vested performance stock units.

What were the tax-withholding share prices in the Guthart ISRG Form 4?

The tax-withholding dispositions used a price of $503.51 per Intuitive Surgical common share. That price applied to both reported withholding transactions, where shares were delivered to satisfy tax obligations linked to the equity award settlements.

Does Gary S. Guthart hold Intuitive Surgical (ISRG) shares indirectly through trusts?

Yes. The filing shows indirect ownership of Intuitive Surgical common stock through trusts described as "Trust FBO Daughter," "Trust FBO Son," and another "by Trust" position. These entries reflect shares held for family-related or trust accounts associated with Guthart.