Intuitive Surgical (NASDAQ: ISRG) CEO RSUs vest; shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INTUITIVE SURGICAL INC CEO David J. Rosa reported routine equity compensation activity involving restricted stock units (RSUs). On June 10, 2026, 1,358 RSUs granted on June 10, 2023 vested and converted into the same number of common shares on a one-for-one basis. To satisfy statutory tax withholding requirements, 674 of those shares were disposed of at a reference price of $426.61 per share, with the remaining net shares deposited into the holder’s account. The RSU award vests 25% per year over four years, subject to continued service. Following these transactions, Rosa directly holds 246,567 shares of Intuitive Surgical common stock.

Insider Trade Summary

1,358 shares exercised/converted

Mixed 3 txns

Insider Rosa David J.

Role Chief Executive Officer (CEO)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 6-12-23	1,358	$0.00	--
Exercise	Common Stock	1,358	$0.00	--
Tax Withholding	Common Stock	674	$426.61	$288K

Holdings After Transaction: Restricted Stock Units - 6-12-23 — 1,358 shares (Direct, null); Common Stock — 246,567 shares (Direct, null)

Footnotes (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. 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 June 10, 2023, subject to Reporting Person's continuous service to the Issuer through each such vesting date.

Key Figures

RSUs vested: 1,358 units Shares withheld for taxes: 674 shares Reference price per share: $426.61/share +2 more

5 metrics

RSUs vested 1,358 units Restricted stock units vesting on June 10, 2026

Shares withheld for taxes 674 shares Statutory tax withholding from vested RSUs

Reference price per share $426.61/share Value used for tax-withholding disposition

Direct holdings after transaction 246,567 shares CEO David J. Rosa direct common stock ownership

Net new shares from vesting 684 shares Vested 1,358 minus 674 shares withheld for taxes

Key Terms

restricted stock units ("RSUs"), statutory tax withholding requirements, vest, continuous service

4 terms

restricted stock units ("RSUs") financial

"Constitute restricted stock units ("RSUs"). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

statutory tax withholding requirements financial

"a portion of the shares were held back to cover the statutory tax withholding requirements"

vest financial

"RSUs convert into common stock on the vest date on a one-for-one basis"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

continuous service financial

"subject to Reporting Person's continuous service to the Issuer through each such vesting date"

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 01:24 PM

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^*

Rosa David J.

(Last)

(First)

(Middle)

1020 KIFER ROAD

(Street)

SUNNYVALE

CALIFORNIA

94086

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2026		M⁽¹⁾		1,358	A	$0.0	246,567	D
Common Stock	06/10/2026		F⁽¹⁾		674	D	$426.61	245,893	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units - 6-12-23	$0.0	06/10/2026		M			1,358	⁽²⁾	⁽²⁾	Common Stock	1,358	$0.0	1,358	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. 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 June 10, 2023, subject to Reporting Person's continuous service to the Issuer through each such vesting date.

	By: Stephanie Lim-Ignacio For: Rosa, David Joseph	06/10/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Intuitive Surgical (ISRG) report for CEO David J. Rosa?

Intuitive Surgical CEO David J. Rosa reported RSU vesting and related tax withholding. On June 10, 2026, 1,358 RSUs vested into common shares, and 674 shares were withheld to cover statutory taxes, leaving the remaining shares deposited into his account.

How many Intuitive Surgical (ISRG) RSUs vested for the CEO in this Form 4?

A total of 1,358 restricted stock units vested and converted into common stock. These RSUs are part of a grant dated June 10, 2023 and vest 25% per year over four years, contingent on the CEO’s continuous service with Intuitive Surgical.

How many Intuitive Surgical (ISRG) shares were withheld for taxes in this filing?

The company withheld 674 common shares to satisfy statutory tax withholding obligations. These shares came from the 1,358 RSUs that vested on June 10, 2026, with the remaining net shares credited to CEO David J. Rosa’s brokerage account after the withholding.

What is the vesting schedule of the CEO’s Intuitive Surgical (ISRG) RSUs?

The RSUs vest 25% per year over four years starting June 10, 2023. Each RSU converts into one share of Intuitive Surgical common stock upon vesting, provided the reporting person remains in continuous service with the company through each vesting date.

How many Intuitive Surgical (ISRG) shares does the CEO hold after this Form 4?

After the reported RSU vesting and tax-withholding disposition, CEO David J. Rosa directly holds 246,567 shares of Intuitive Surgical common stock. This figure reflects his direct ownership position immediately following the June 10, 2026 transactions reported in the Form 4.

Was this Intuitive Surgical (ISRG) insider transaction an open-market buy or sell?

The transaction was not an open-market trade. It reflects RSUs vesting into common shares and a related tax-withholding disposition, where 674 shares were delivered to cover statutory taxes rather than being sold in the open market for discretionary portfolio reasons.