Intuitive Surgical Insider Exercise and 10b5-1 Sale by Guthart

Rhea-AI Filing Summary

Insider transactions by Gary S. Guthart, Executive Chair of Intuitive Surgical (ISRG). On 08/29/2025 Mr. Guthart acquired 36,000 shares via exercise of a non-qualified stock option at an exercise price of $79.6378 and sold 29,360 shares at a weighted average price of $472.4873 under a pre-existing Rule 10b5-1 trading plan that expires April 28, 2026. After these transactions he directly beneficially owned 49,187 shares and holds additional indirect ownership through family trusts totaling 1,241,843 shares combined. The option vests partly six months after grant with further monthly vesting and expires 02/15/2027. The Form 4 was signed on 09/02/2025.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, reducing appearance of opportunistic timing
• Clear disclosure of option exercise, vesting schedule, and weighted average sale prices, with offer to provide per-trade price details

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider exercise and planned sale under a 10b5-1 plan; modest net change relative to large indirect holdings.

The exercise of 36,000 options and concurrent sale of 29,360 shares were executed pursuant to an established 10b5-1 trading plan, reducing potential market-timing concerns. The weighted average sale price of $472.4873 reflects multiple executions across a narrow price range. Given the reporting person retains substantial indirect holdings (over 1.2 million shares), these transactions are unlikely to materially affect control or signal a major change in ownership. The option's vesting schedule and 02/15/2027 expiration align with standard executive compensation mechanics.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 and indicates use of a time-bound Rule 10b5-1 plan; governance controls appear followed.

The Form 4 discloses a trading plan that expires April 28, 2026 and provides a footnote offering full execution-price transparency upon request, which is best-practice disclosure. The mix of direct and indirect holdings via family trusts is clearly reported, and the filing notes the exercise was of a non-statutory option granted under the company's incentive plan with a defined vesting schedule. No governance red flags or amendments are evident from the filing text provided.

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^*

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
X	Officer (give title below)		Other (specify below)
	Executive Chair of the Board o

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		M(1)		36,000	A	$79.6378	49,187	D
Common Stock	08/29/2025		S(1)		29,360	D	$472.4873(2)	19,827	D
Common Stock								18,520	I	Trust FBO Daughter
Common Stock								18,520	I	Trust FBO Son
Common Stock								1,204,863	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
Non-Qualified Stock Option (right to buy)	$79.6378	08/29/2025		M(1)			36,000	(3)	02/15/2027	Common Stock	36,000	$0.0	0	D

Explanation of Responses:

1. The transaction took place in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on April 28, 2026.

2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $469.04 to $475.40 as follows: 5,200 shares sold at $469.04 to $470.03; 3,440 shares sold at $470.21 to $471.17; 4,400 shares sold at $471.38 to $472.38; 6,194 shares sold at $472.64 to $473.60; 7,921 shares sold at $473.79 to $474.72; and 2,205 shares sold at $475.00 to $475.40. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

3. Non-statutory stock option granted pursuant to the 2010 Incentive Award Plan. The option vests 1/8th six months after the date of grant and 1/48th monthly thereafter.

	By: Stephanie Lim-Ignacio For: Guthart, Gary S	09/02/2025
	** 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 did Gary Guthart report on Form 4 for ISRG?

He reported exercising 36,000 options and selling 29,360 shares on 08/29/2025, with resulting direct beneficial ownership of 49,187 shares and indirect trust holdings totaling over 1.2 million shares.

Were the sales by Guthart pre-planned or discretionary?

The sales were made pursuant to a Rule 10b5-1 trading plan that complies with SEC rules and expires April 28, 2026.

At what price were the shares sold?

The weighted average sale price was $472.4873, with individual sale prices ranging between $469.04 and $475.40 as detailed in the footnote.

What are the terms of the option exercised?

Non-qualified stock option exercisable at $79.6378, vesting 1/8th six months after grant and 1/48th monthly thereafter, expiring 02/15/2027.

How much indirect ownership does Guthart control through trusts?

Indirect trust ownership totals 1,241,843 shares (18,520 for daughter, 18,520 for son, and 1,204,863 by trust).