Intuitive Surgical (ISRG) SVP reports PSU and RSU grants plus tax share withholding

Rhea-AI Filing Summary

Intuitive Surgical senior vice president Mark Brosius reported several equity compensation transactions. He received 2,793 performance stock units originally granted on February 28, 2023, after the company confirmed the required performance goals were achieved. These PSUs are scheduled to vest on February 28, 2026, subject to continued service.

He also received a new grant of 4,928 restricted stock units dated February 26, 2026, which vest 25% annually over four years. Previously granted RSUs from 2024 and 2025 partially vested, converting into 1,622 and 973 shares of common stock, with 805 and 483 shares respectively withheld at a price of $506.17 per share to cover statutory tax obligations.

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^*

Brosius Mark

(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)
	SVP & Chief Mfg and Supply Cha

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)		1,622	A	$0.0	2,214	D
Common Stock	02/26/2026		F(1)		805	D	$506.17	1,409	D
Common Stock	02/26/2026		M(1)		973	A	$0.0	2,382	D
Common Stock	02/26/2026		F(1)		483	D	$506.17	1,899	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		2,793		(2)	(2)	Common Stock	2,793	$0.0	8,378	D
Restricted Stock Units - 2-26-2024	$0.0	02/26/2026		M			1,622	(3)	(3)	Common Stock	1,622	$0.0	3,243	D
Restricted Stock Units - 2-26-2025	$0.0	02/26/2026		M			973	(3)	(3)	Common Stock	973	$0.0	2,918	D
Restricted Stock Units - 2-26-2026	$0.0	02/26/2026		A		4,928		(3)	(3)	Common Stock	4,928	$0.0	4,928	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: Brosius, Mark	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did ISRG executive Mark Brosius report?

Mark Brosius reported equity compensation activity, including vesting and new grants of performance stock units and restricted stock units, plus related common stock issuances and tax-withholding share disposals. These transactions reflect scheduled compensation events rather than open-market stock purchases or sales.

How many performance stock units did the ISRG executive receive in this Form 4?

He reported 2,793 performance stock units tied to a February 28, 2023 grant. The compensation committee determined performance criteria were achieved, and these units are scheduled to vest on February 28, 2026, contingent on his continued service with Intuitive Surgical through that date.

What new restricted stock unit grant did ISRG disclose for Mark Brosius?

Intuitive Surgical reported a new grant of 4,928 restricted stock units dated February 26, 2026. Each unit represents a right to one common share, vesting 25% on the first anniversary of grant and then annually over four years, subject to continued employment.

Did the ISRG executive sell shares in the open market in this filing?

The filing shows share disposals coded as tax-withholding transactions, not open-market sales. A total of 805 and 483 shares of common stock were withheld at $506.17 per share to satisfy statutory tax obligations arising from RSU vesting events.

How do the reported RSUs convert into Intuitive Surgical common stock?

Each restricted stock unit converts into one share of Intuitive Surgical common stock upon vesting. The RSUs generally vest 25% per year over four years starting on the first anniversary of the grant date, with shares sometimes withheld to cover required tax withholdings.

What conditions apply to the ISRG performance stock units reported?

The performance stock units were initially subject to specified performance metrics that the compensation committee has determined were achieved. They are scheduled to vest on February 28, 2026, the third anniversary of the original grant date, assuming Mark Brosius remains in continuous service.