Intuitive Surgical (ISRG) EVP gains stock as RSUs vest and tax shares sold

Rhea-AI Filing Summary

Intuitive Surgical EVP Henry L. Charlton reported routine equity compensation activity. On February 10, 2026, 1,077 restricted stock units (RSUs) vested and converted into common shares at $0.0 per share. To cover statutory taxes, 492 shares were surrendered at $492.84 per share, leaving 3,697 common shares held directly and 1,077 RSUs outstanding. The RSU award vests in 25% annual installments on each anniversary of February 10, 2023, contingent on continued service.

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^*

Charlton Henry L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Commercial and Mkt

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M(1)		1,077	A	$0.0	4,189	D
Common Stock	02/10/2026		F(1)		492	D	$492.84	3,697	D

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
Restricted Stock Units	$0.0	02/10/2026		M			1,077	(2)	(2)	Common Stock	1,077	$0.0	1,077	D

Explanation of Responses:

1. RSUs vest 25% per year over a four year period, commencing on each anniversary of February 10, 2023. 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. Constitute restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock upon vesting. 25% of the RSUs shall vest on each anniversary of February 10, 2023, subject to Reporting Person's continuous service to the Issuer through each such vesting date.

	By: Stephanie Lim-Ignacio For: Charlton, Henry L	02/10/2026
	** 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 transaction did ISRG executive Henry Charlton report?

Henry L. Charlton reported routine equity compensation transactions. On February 10, 2026, 1,077 RSUs vested into common stock, and 492 of those shares were surrendered at $492.84 per share to satisfy statutory tax withholding, leaving 3,697 common shares directly owned.

How many Intuitive Surgical (ISRG) shares does Henry Charlton own after this Form 4?

After these transactions, Henry L. Charlton directly owns 3,697 shares of Intuitive Surgical common stock. He also continues to hold 1,077 restricted stock units, each representing a contingent right to receive one share of common stock upon future vesting.

What happened to the 1,077 RSUs reported by ISRG EVP Henry Charlton?

The 1,077 RSUs vested and converted into 1,077 shares of Intuitive Surgical common stock at $0.0 per share. A portion of these shares was held back to cover statutory tax withholding, and the remaining net shares were deposited into the holder’s account.

Why were 492 ISRG shares recorded under transaction code F?

The 492 shares reported with code F were surrendered to cover statutory tax withholding obligations. They were valued at $492.84 per share, reducing the net number of shares delivered to Henry L. Charlton while satisfying required tax payments associated with the RSU vesting.

How do Henry Charlton’s RSUs in Intuitive Surgical vest over time?

The RSUs vest at a rate of 25% per year over four years. Vesting occurs on each anniversary of February 10, 2023, provided Henry L. Charlton maintains continuous service with Intuitive Surgical through each applicable vesting date.

What does each RSU reported by ISRG executive Henry Charlton represent?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Intuitive Surgical common stock. Upon vesting, RSUs convert into common shares on a one-for-one basis, subject to the executive’s continued service with the company.