Intuitive Surgical (ISRG) CEO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Intuitive Surgical CEO David J. Rosa reported routine stock-based compensation activity. On February 10, 2026, 1,436 restricted stock units from a February 10, 2023 grant vested and converted into the same number of common shares at an exercise price of $0.0.

A portion of these shares, 724 common shares at $492.84 per share, was withheld to cover statutory tax obligations. After these transactions, Rosa directly holds 229,570 shares of Intuitive Surgical common stock. The RSUs vest in four equal annual installments of 25%, 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^*

Rosa David J.

(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)
	Chief Executive Officer (CEO)

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)		1,436	A	$0.0	230,294	D
Common Stock	02/10/2026		F(1)		724	D	$492.84	229,570	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 - 2-28-2023	$0.0	02/10/2026		M			1,436	(2)	(2)	Common Stock	1,436	$0.0	1,436	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: Rosa, David J	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 CEO David J. Rosa report on February 10, 2026?

ISRG CEO David J. Rosa reported the vesting of 1,436 restricted stock units that converted into common stock. Of these shares, 724 were withheld at $492.84 per share to satisfy statutory tax obligations, leaving him with 229,570 directly owned Intuitive Surgical common shares.

How many Intuitive Surgical (ISRG) shares does CEO David J. Rosa own after this Form 4?

After the reported transactions, CEO David J. Rosa directly owns 229,570 shares of Intuitive Surgical common stock. This reflects the net result after 1,436 RSUs vested and 724 shares were withheld to cover statutory tax withholding requirements related to the vesting event.

What are the vesting terms of David J. Rosa’s Intuitive Surgical RSUs reported in this Form 4?

The RSUs vest in four equal annual installments of 25% each, on every anniversary of February 10, 2023. Each restricted stock unit converts into one share of Intuitive Surgical common stock upon vesting, subject to Rosa’s continuous service with the company through each vesting date.

Why were 724 Intuitive Surgical shares disposed of at $492.84 in this Form 4?

The 724 shares were withheld at $492.84 per share to cover statutory tax withholding requirements arising from the RSU vesting. This is a tax-related disposition rather than an open-market sale, and the remaining net shares from the vesting were deposited into the holder’s account.

What derivative security is involved in David J. Rosa’s February 10, 2026 ISRG filing?

The derivative security is a grant of restricted stock units dated February 28, 2023. On February 10, 2026, 1,436 of these RSUs vested and converted into the same number of Intuitive Surgical common shares at an exercise price of $0.0, with the resulting shares held directly.