Intuitive Surgical insider sale: Guthart trims stake under 10b5-1 plan

Rhea-AI Filing Summary

Form 4 details insider activity at Intuitive Surgical (ISRG) on 28 Jul 2025 by Executive Chair Gary S. Guthart:

• Option exercise: 7,893 non-qualified options exercised at $59.4622.
• Open-market sales: Same 7,893 shares sold at a weighted-avg $498.64 (~$3.9 m). Two family trusts each sold 1,400 shares at ~$495, adding ≈$1.4 m.
• Charitable gift: 10,500 shares transferred to a Donor-Advised Fund (price reported $0).

After the transactions Guthart holds 13,187 shares directly and ~1.24 m shares indirectly through trusts, maintaining a large economic stake. All trades were executed under a Rule 10b5-1 plan expiring 28 Apr 2026, suggesting pre-scheduled diversification rather than a sudden sentiment shift.

Positive

• Large continuing stake: Guthart still holds roughly 1.25 million ISRG shares, indicating ongoing alignment with shareholders.
• Charitable donation: 10,500 shares gifted to a Donor-Advised Fund reflects non-cash disposition rather than profit-taking.

Negative

• Insider selling: Total of 10,693 shares sold across personal and family trusts for ≈$5.3 m, trimming direct ownership to 13,187 shares.

Insights

Securities Analyst

TL;DR—Chair sold ≈10.7k shares but still owns >1.25 m; impact appears minor.

The filing shows routine option exercise and partial sale (≈0.8 % of total beneficial ownership). Proceeds of ≈$5.3 m were partially offset by a 10.5 k-share charitable donation. Because the sales were pre-programmed under Rule 10b5-1 and Guthart retains a large position, the signal is largely neutral. Investors should monitor further 10b5-1 activity but there is no evidence of deteriorating insider confidence.

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
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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).

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)
07/28/2025

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	07/28/2025		M(1)		7,893	A	$59.4622	21,080	D
Common Stock	07/28/2025		S(1)		7,893	D	$498.6388(2)	13,187	D
Common Stock	07/28/2025		S(1)		1,400	D	$495.2329(3)	18,520	I	Trust FBO Daughter
Common Stock	07/28/2025		S(1)		1,400	D	$495.2405(4)	18,520	I	Trust FBO Son
Common Stock	07/28/2025		G(5)		10,500	D	$0.0	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)	$59.4622	07/28/2025		M(1)			7,893	(6)	02/16/2026	Common Stock	7,893	$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 $494.33 to $500.00 as follows: 475 shares sold at $494.33 to $495.16; 202 shares sold at $495.79 to $496.62; 1,045 shares sold at $496.81 to $496.87; 1,996 shares sold at $498.06 to $499.00; and 4,175 shares sold at $499.20 to $500.00. 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. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $493.85 to $496.31 as follows: 527 shares sold at $493.85 to $494.81; 569 shares sold at $494.97 to $495.72; and 304 shares sold at $496.00 to $496.31. 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.

4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $493.85 to $496.31 as follows: 320 shares sold at $493.85 to $494.85; 806 shares sold at $494.87 to $495.62; and 274 shares sold at $496.00 to $496.31. 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.

5. The shares were donated to a Donor Advised Fund (DAF) in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on April 28, 2026.

6. 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	07/29/2025
	** 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.
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FAQ

How many ISRG shares did Gary S. Guthart sell on 28-Jul-2025?

10,693 shares were sold (7,893 directly, 1,400 each from two family trusts).

What was the average sale price for the direct sale?

Weighted-average price was $498.64 per share.

How many shares were donated to charity?

10,500 shares were transferred to a Donor-Advised Fund.

What are Guthart's holdings after the transactions?

He owns 13,187 shares directly and about 1.24 million shares indirectly through trusts.

Was the transaction executed under a 10b5-1 plan?

Yes, the trading plan expires on 28 Apr 2026.