Intuitive Surgical insider sale: Guthart trims stake under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
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
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.
Insider Trade Summary
Net Seller: 10,693 shares ($5,322,419)
Net Sell
6 txns
Insider
GUTHART GARY S
Role
Executive Chair of the Board o
Sold
10,693 shs ($5.32M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-Qualified Stock Option (right to buy) | 7,893 | $0.00 | -- |
| Exercise | Common Stock | 7,893 | $59.4622 | $469K |
| Sale | Common Stock | 7,893 | $498.6388 | $3.94M |
| Sale | Common Stock | 1,400 | $495.2329 | $693K |
| Sale | Common Stock | 1,400 | $495.2405 | $693K |
| Gift | Common Stock | 10,500 | $0.00 | -- |
Holdings After Transaction:
Non-Qualified Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 21,080 shares (Direct);
Common Stock — 18,520 shares (Indirect, Trust FBO Daughter)
Footnotes (1)
- The transaction took place in accordance with a Trading Plan that complies with SEC Rule 10b5-1 and expires on April 28, 2026. 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. 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. 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. 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. 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.
FAQ
What was the average sale price for the direct sale?
Weighted-average price was $498.64 per share.
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.