Intuitive Surgical (ISRG) legal chief logs RSU, PSU awards and tax share disposals

Rhea-AI Filing Summary

Intuitive Surgical executive Gary Loeb, EVP & Chief Legal and Compliance, reported several equity-related transactions in company stock. On February 26, 2026, he acquired shares of common stock through the vesting and conversion of previously granted restricted stock units and performance stock units, and also received new equity awards.

The filing shows tax-withholding dispositions of 757 and 455 shares of common stock at $506.17 per share to cover statutory obligations, rather than open-market sales. Loeb was also granted 1,050 performance stock units tied to previously achieved performance metrics and 3,584 new restricted stock units that vest 25% annually over four years.

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^*

LOEB GARY

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Legal and Complian

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		M(1)		1,526	A	$0.0	5,230	D
Common Stock	02/26/2026		F(1)		757	D	$506.17	4,473	D
Common Stock	02/26/2026		M(1)		916	A	$0.0	5,389	D
Common Stock	02/26/2026		F(1)		455	D	$506.17	4,934	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
Performance Stock Units - 2-28-2023	$0.0	02/26/2026		A		1,050		(2)	(2)	Common Stock	1,050	$0.0	3,148	D
Restricted Stock Units - 2-26-2024	$0.0	02/26/2026		M			1,526	(3)	(3)	Common Stock	1,526	$0.0	3,052	D
Restricted Stock Units - 2-26-2025	$0.0	02/26/2026		M			916	(3)	(3)	Common Stock	916	$0.0	2,746	D
Restricted Stock Units - 2-26-2026	$0.0	02/26/2026		A		3,584		(3)	(3)	Common Stock	3,584	$0.0	3,584	D

Explanation of Responses:

1. RSUs vest 25% per year over a four year period, commencing on the first anniversary of the grant date. 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. Represents performance stock units ("PSUs") initially granted to the Reporting Person on February 28, 2023 subject to achievement of certain performance metrics. The performance criteria for the PSUs reported herein have been achieved, as determined by the Compensation Committee of the Issuer. The PSUs reported herein vest on February 28, 2026, the third anniversary of the grant date, subject to Reporting Person's continuous service to the Issuer through each such vesting date.

3. Each RSU granted represents a contingent right to receive one share of Intuitive Surgical common stock. The grant vests 25% on the first anniversary of the date of grant and annually thereafter, over a four year period.

	By: Stephanie Lim-Ignacio For: Loeb, Gary Howard	02/27/2026
	** 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 transactions did ISRG executive Gary Loeb report?

Gary Loeb reported a mix of equity acquisitions and tax-related share dispositions. He acquired common shares via vesting of restricted and performance stock units, and some shares were withheld or delivered to satisfy statutory tax obligations rather than sold on the open market.

Did Gary Loeb buy or sell Intuitive Surgical (ISRG) shares on the market?

The reported dispositions were tax-withholding transactions at $506.17 per share, not open-market sales. Shares were delivered to cover exercise price or tax liabilities linked to vesting awards, while remaining net shares from RSU vesting were deposited into the executive’s account.

What new equity awards did Gary Loeb receive from Intuitive Surgical (ISRG)?

Gary Loeb received 1,050 performance stock units originally granted in 2023, whose performance criteria were achieved, and 3,584 new restricted stock units. The restricted stock units vest 25% on the first anniversary of grant and then annually over four years, subject to continued service.

How do Gary Loeb’s performance stock units at ISRG vest?

The 1,050 performance stock units were granted on February 28, 2023, subject to performance goals that have been achieved. These units vest on February 28, 2026, the third anniversary of grant, provided Gary Loeb maintains continuous service with Intuitive Surgical through the vesting date.

How do Gary Loeb’s restricted stock units at Intuitive Surgical convert to shares?

Each restricted stock unit represents a contingent right to receive one share of Intuitive Surgical common stock. These grants vest 25% on the first anniversary of the grant date and 25% annually thereafter over four years, at which time vested units convert into common shares.