Intuitive Surgical (ISRG) EVP settles PSUs with tax share withholding

Rhea-AI Filing Summary

Intuitive Surgical executive Gary Loeb exercised performance stock units and had shares withheld for taxes. On February 28, 2026, he converted 3,148 performance stock units granted on February 28, 2023 into 3,148 shares of common stock at $0.0000 per share, following achievement of required performance criteria.

The performance stock units vest on February 28, 2026, the third anniversary of the grant date, subject to his continuous service. In connection with this settlement, 1,562 common shares were withheld at $503.5100 per share to cover applicable taxes, leaving him with 6,520 directly owned common shares.

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)
02/28/2026

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	02/28/2026		M(1)		3,148	A	$0.0	8,082	D
Common Stock	02/28/2026		F(2)		1,562	D	$503.51	6,520	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	02/28/2026		M			3,148	(1)	(1)	Common Stock	3,148	$0.0	0	D

Explanation of Responses:

1. 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.

2. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs reported on this Form 4.

	By: Stephanie Lim-Ignacio For: Loeb, Gary Howard	03/02/2026
	** 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).
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FAQ

What insider transactions did ISRG executive Gary Loeb report?

Gary Loeb reported exercising 3,148 performance stock units into 3,148 Intuitive Surgical common shares and a tax-withholding disposition of 1,562 common shares. These transactions occurred on February 28, 2026 in connection with the vesting and settlement of his 2023 performance stock unit award.

When do Gary Loeb’s Intuitive Surgical performance stock units vest?

The performance stock units vest on February 28, 2026, exactly three years after the February 28, 2023 grant date. Vesting is conditioned on achievement of specified performance metrics and Gary Loeb’s continuous service to Intuitive Surgical through the vesting date, as determined by the Compensation Committee.

How many Intuitive Surgical shares were withheld for Gary Loeb’s taxes?

A total of 1,562 Intuitive Surgical common shares were withheld to cover taxes on the settlement of Gary Loeb’s performance stock units. These shares were valued at $503.5100 per share for tax purposes, representing a tax-withholding disposition rather than an open-market sale transaction.

How many Intuitive Surgical shares does Gary Loeb own after these transactions?

After the reported transactions, Gary Loeb directly owns 6,520 Intuitive Surgical common shares. This figure reflects the shares received from exercising 3,148 performance stock units, net of 1,562 shares withheld to satisfy tax obligations related to the settlement of the performance-based award.

What performance conditions applied to Gary Loeb’s Intuitive Surgical PSUs?

The performance stock units granted on February 28, 2023 were subject to achievement of certain performance metrics set by Intuitive Surgical’s Compensation Committee. The committee determined these criteria had been achieved, allowing the PSUs to vest and settle into common shares on February 28, 2026, assuming continuous service.