Intuitive Surgical EVP receives stock, withholds for tax

Intuitive Surgical executive Henry L. Charlton reported multiple equity awards and share settlements related to prior grants.

Rhea-AI Filing Summary

Intuitive Surgical executive Henry L. Charlton reported multiple equity awards and share settlements related to prior grants. On February 26, 2026, he received 3,591 performance stock units granted in 2023 and 4,032 new restricted stock units, all at a stated price of $0.00 per unit.

On the same date, 1,717 and 1,030 restricted stock units converted into common stock, while 765 and 459 common shares were withheld to cover tax obligations tied to these vestings. Following these transactions, he directly held 5,220 shares of Intuitive Surgical common stock.

Insider Trade Summary

2,747 shares exercised/converted

Exercise 8 txns

Insider Charlton Henry L

Role EVP & Chief Commercial and Mkt

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units - 2-28-2023	3,591	$0.00	$0.00
Exercise	Restricted Stock Units - 2-26-2024	1,717	$0.00	$0.00
Exercise	Restricted Stock Units - 2-26-2025	1,030	$0.00	$0.00
Grant/Award	Restricted Stock Units - 2-26-2026	4,032	$0.00	$0.00
Exercise	Common Stock	1,717	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	765	$506.17	$387K
Exercise	Common Stock	1,030	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	459	$506.17	$232K

Holdings After Transaction: Performance Stock Units - 2-28-2023 — 10,773 contracts (Direct); Restricted Stock Units - 2-26-2024 — 3,434 contracts (Direct); Restricted Stock Units - 2-26-2025 — 3,090 contracts (Direct); Restricted Stock Units - 2-26-2026 — 4,032 contracts (Direct); Common Stock — 5,220 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did ISRG executive Henry L. Charlton receive?

Henry L. Charlton received 3,591 performance stock units granted in 2023 and 4,032 new restricted stock units on February 26, 2026. These awards represent contingent rights to receive Intuitive Surgical common stock, subject to vesting schedules and continued service conditions described in the filing footnotes.

How many Intuitive Surgical shares vested or converted for Henry L. Charlton?

On February 26, 2026, 1,717 and 1,030 restricted stock units held by Henry L. Charlton converted into Intuitive Surgical common stock. The filing states each restricted stock unit converts into one share upon vesting, reflecting previously granted equity now settling into common shares.

Were any ISRG shares disposed of in this Form 4 filing?

Yes. The Form 4 shows disposals coded as tax-withholding transactions. A total of 765 and 459 Intuitive Surgical common shares were withheld to satisfy statutory tax requirements related to vesting, rather than open-market sales, leaving the executive with a net increase in directly held shares.

What is Henry L. Charlton’s direct Intuitive Surgical share ownership after these transactions?

After the reported transactions on February 26, 2026, Henry L. Charlton directly held 5,220 shares of Intuitive Surgical common stock. This figure reflects common shares after RSU conversions and share withholdings for taxes, as listed in the post-transaction ownership column.

How do the performance stock units (PSUs) for ISRG vest for Henry L. Charlton?

The performance stock units granted on February 28, 2023 vest on February 28, 2026, the third anniversary of the grant. Vesting occurs after achievement of specified performance metrics and is subject to Henry L. Charlton’s continuous service through the vesting date, according to the filing footnote.

What is the vesting schedule for Henry L. Charlton’s restricted stock units at Intuitive Surgical?

Each restricted stock unit grant vests 25% on the first anniversary of the grant date and then annually over four years. Upon each vesting date, vested RSUs convert into common stock on a one-for-one basis, subject to any shares withheld to satisfy statutory tax withholding obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/27/2026 - 02:53 PM Learn about SEC filing dates

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
Estimated average burden
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).

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^*

Charlton Henry L

(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 Commercial and Mkt

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)		1,717	A	$0.0	5,414	D
Common Stock	02/26/2026		F(1)		765	D	$506.17	4,649	D
Common Stock	02/26/2026		M(1)		1,030	A	$0.0	5,679	D
Common Stock	02/26/2026		F(1)		459	D	$506.17	5,220	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		3,591		(2)	(2)	Common Stock	3,591	$0.0	10,773	D
Restricted Stock Units - 2-26-2024	$0.0	02/26/2026		M			1,717	(3)	(3)	Common Stock	1,717	$0.0	3,434	D
Restricted Stock Units - 2-26-2025	$0.0	02/26/2026		M			1,030	(3)	(3)	Common Stock	1,030	$0.0	3,090	D
Restricted Stock Units - 2-26-2026	$0.0	02/26/2026		A		4,032		(3)	(3)	Common Stock	4,032	$0.0	4,032	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: Charlton, Henry L	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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