Intuitive Surgical (ISRG) EVP converts PSUs and RSUs, with shares withheld for taxes

Rhea-AI Filing Summary

Intuitive Surgical EVP Henry L. Charlton reported multiple equity award settlements in the form of stock unit conversions and tax withholdings. On February 28, 2026, 10,773 performance stock units and 752 restricted stock units converted into common stock at no exercise price. A total of 335 and 4,800 common shares were withheld at $503.51 per share to cover statutory tax obligations related to these vestings. RSUs vest 25% per year over four years, while the reported PSUs vest on February 28, 2026 after performance criteria were achieved. Following these transactions, Charlton directly owned 11,610 shares of common stock.

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^*

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)
02/28/2026

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	5,972	D
Common Stock	02/28/2026		F(1)		335	D	$503.51	5,637	D
Common Stock	02/28/2026		M(2)		10,773	A	$0.0	16,410	D
Common Stock	02/28/2026		F(3)		4,800	D	$503.51	11,610	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: Charlton, Henry L	03/02/2026
	** 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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FAQ

What transactions did Intuitive Surgical (ISRG) executive Henry L. Charlton report?

Henry L. Charlton reported conversions of performance stock units and restricted stock units into common stock, plus share withholdings for taxes. On February 28, 2026, 10,773 PSUs and 752 RSUs converted, with certain common shares retained by the company to satisfy statutory tax obligations.

How many Intuitive Surgical (ISRG) shares does Henry L. Charlton own after these transactions?

After these equity award settlements and tax withholdings, Henry L. Charlton directly owned 11,610 shares of Intuitive Surgical common stock. This total reflects the net result of stock unit conversions into common shares offset by shares withheld to satisfy applicable tax liabilities on the vesting events.

What are the key terms of Henry L. Charlton’s restricted stock units at Intuitive Surgical (ISRG)?

Each restricted stock unit represents a contingent right to receive one share of Intuitive Surgical common stock. The grant vests 25% on the first anniversary of the grant date and 25% annually thereafter, over a four-year period, subject to continued service with the company.

How do Henry L. Charlton’s performance stock units vest at Intuitive Surgical (ISRG)?

The performance stock units were initially granted on February 28, 2023, subject to achievement of specified performance metrics. The Compensation Committee determined those criteria were achieved, and the PSUs vest on February 28, 2026, the third anniversary of the grant date, contingent on continuous service through that vesting date.

Why were shares of Intuitive Surgical (ISRG) common stock withheld in Henry L. Charlton’s Form 4?

Certain common shares were withheld to cover taxes triggered by the settlement of performance stock units and restricted stock units. Transactions coded “F” show shares withheld at a price of $503.51 per share, satisfying statutory tax withholding requirements rather than representing open-market sales.

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

The restricted stock units vest over four years, with 25% vesting on the first anniversary of the grant date and 25% vesting each year thereafter. Upon each vesting date, RSUs convert into common stock on a one-for-one basis, subject to applicable tax withholdings.