Intuitive Surgical (NASDAQ: ISRG) CFO reports PSU and RSU vesting with tax share withholdings

Rhea-AI Filing Summary

INTUITIVE SURGICAL INC executive Jamie Samath, EVP & CFO & Enterprise Technol, reported equity award activity involving performance and restricted stock units. On February 28, 2026, 10,773 performance stock units and 752 restricted stock units were converted into common stock following achievement of performance criteria and scheduled vesting. To satisfy statutory tax withholding obligations tied to these vestings, 373 and 5,343 common shares, respectively, were withheld at a price of $503.51 per share, with the remaining net shares delivered into the holder’s account.

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^*

Samath Jamie

(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 & CFO & Enterprise Technol

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)		752	A	$0.0	10,309	D
Common Stock	02/28/2026		F(1)		373	D	$503.51	9,936	D
Common Stock	02/28/2026		M(2)		10,773	A	$0.0	20,709	D
Common Stock	02/28/2026		F(3)		5,343	D	$503.51	15,366	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			10,773	(2)	(2)	Common Stock	10,773	$0.0	0	D
Restricted Stock Units	$0.0	02/28/2026		M			752	(4)	02/28/2026(4)	Common Stock	752	$0.0	0	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. This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs reported on this Form 4.

4. 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: Samath, Jamie	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did ISRG executive Jamie Samath report on this Form 4?

Jamie Samath reported vesting and conversion of performance stock units and restricted stock units into Intuitive Surgical common stock, along with share withholdings to cover statutory tax obligations. These transactions reflect equity award settlement mechanics rather than open-market buying or selling activity.

How many Intuitive Surgical performance stock units vested for Jamie Samath in this filing?

The filing shows 10,773 performance stock units converting into common stock after the Compensation Committee determined the performance criteria were achieved. These units vest on February 28, 2026, three years after the February 28, 2023 grant date, contingent on continuous service to the company.

Why were some ISRG shares disposed of in Jamie Samath’s Form 4?

Dispositions labeled with code F represent shares withheld to pay taxes on equity award settlements. In this filing, 373 and 5,343 common shares were withheld at $503.51 per share, satisfying statutory tax withholding requirements tied to the vesting of PSUs and RSUs rather than discretionary share sales.

What are the vesting terms of Jamie Samath’s restricted stock units at Intuitive Surgical (ISRG)?

Each restricted stock unit represents a right to receive one share of common stock. The grant vests 25% on the first anniversary of the grant date and 25% annually thereafter over four years, with vested RSUs converting into common stock on each vesting date on a one-for-one basis.

How are performance stock units described in this Intuitive Surgical Form 4?

The performance stock units were granted on February 28, 2023 and were subject to specified performance metrics. The Compensation Committee determined the criteria were achieved, and the PSUs vest on February 28, 2026, the third anniversary of grant, conditioned on Jamie Samath’s continued service to Intuitive Surgical.

Does this ISRG Form 4 indicate open-market purchases or sales by Jamie Samath?

The transactions are coded M and F, indicating derivative exercises/conversions and tax-withholding dispositions related to equity awards. They show settlement of PSUs and RSUs and share withholdings for taxes, rather than open-market purchases or discretionary sales of Intuitive Surgical common stock.