[Form 4] Intuitive Surgical Inc. Insider Trading Activity

Rhea-AI Filing Summary

Amy L. Ladd, a director of Intuitive Surgical, reported two scheduled sales of common stock under a Rule 10b5-1 trading plan that expires on June 4, 2026. She sold 336 shares on 09/03/2025 at an average price of $470.11 and 335 shares on 09/04/2025 at an average price of $440.69. After the transactions she beneficially owned 1,074 shares following the first sale and 739 shares following the second sale. The filing is a Form 4 disclosure of changes in beneficial ownership and indicates the trades were made pursuant to a pre-established trading plan.

Positive

• Trades executed under a Rule 10b5-1 plan, providing an affirmative defense against insider trading claims
• Filing includes specific transaction dates, prices, and post-transaction ownership, demonstrating regulatory compliance

Negative

• Director reduced direct holdings by 671 shares (336 shares on 09/03/2025 and 335 shares on 09/04/2025)
• Post-transaction beneficial ownership decreased to 739 shares, which is a notable reduction in the director's reported stake

Insights

Securities Analyst

TL;DR: Director executed pre-planned sales under a 10b5-1 plan, reducing direct holdings by 671 shares across two days.

The Form 4 shows compliance with a Rule 10b5-1 trading plan, which typically limits timing-based insider trading concerns because transactions follow a pre-established schedule. The director sold 336 shares at $470.11 and 335 shares at $440.69, reducing direct beneficial ownership from at least 1,405 shares to 739 shares according to reported post-transaction balances. The trades are routine insider liquidity events rather than company performance disclosures; impact on outstanding share count is immaterial given company size, but the filing is important for transparency and regulatory compliance.

Corporate Governance Expert

TL;DR: Insider sales were executed under an expiring 10b5-1 plan, signaling planned liquidity rather than opportunistic trading.

The filer explicitly states the transactions were made pursuant to a Rule 10b5-1 plan that expires on June 4, 2026, which helps establish the affirmative defense against claims of trading on material nonpublic information. The Form 4 is timely and includes specific trade dates, share amounts, and prices, meeting disclosure obligations. From a governance standpoint, documenting the plan and showing execution supports board transparency; no governance violations or other issues are disclosed in the filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Ladd Amy 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S(1)		336	D	$470.11	1,074	D
Common Stock	09/04/2025		S(1)		335	D	$440.69	739	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

Explanation of Responses:

1. The transaction took place in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on June 4, 2026.

	By: Stephanie Lim-Ignacio For: Ladd, Amy L	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Amy L. Ladd report on Form 4 for ISRG?

The director reported sales of 336 shares on 09/03/2025 at $470.11 and 335 shares on 09/04/2025 at $440.69.

Were the ISRG insider trades made pursuant to a 10b5-1 plan?

Yes. The filing states the transactions occurred under a Rule 10b5-1 trading plan that expires on June 4, 2026.

How many ISRG shares did the reporting person own after the reported sales?

The filing reports 1,074 shares following the 09/03/2025 sale and 739 shares following the 09/04/2025 sale.

Does the Form 4 indicate any purchases or derivative transactions by the director?

No. The Form 4 reports only non-derivative sales of common stock; no purchases or derivative transactions are listed.

When does the 10b5-1 trading plan expire?

The filing states the plan expires on June 4, 2026.