Intuitive Surgical EVP vests 2,612 RSUs, nets 3,561 shares

Rhea-AI Filing Summary

Gary Loeb, EVP & Chief Legal and Compliance at Intuitive Surgical (ISRG), reported beneficial ownership changes on 10/10/2025. A vesting event converted 2,612 restricted stock units into common shares (transaction code M), with net shares deposited after withholding for taxes. Immediately following the vesting, the filing shows a sale/disposition of 1,296 shares at $443.76 (transaction code F), leaving the reporting person with 3,561 shares beneficially owned. The RSU grant vests 25% annually over four years, and the filing notes that 25% of the grant was released at this vesting date.

Positive

• Continued ownership of 3,561 shares after transactions indicates retained equity exposure
• RSU vesting follows the disclosed 25%-per-year schedule, reflecting predictable compensation mechanics

Negative

• Partial sale of 1,296 shares at $443.76 reduced holdings and introduced short-term liquidity
• Tax withholding required retention of some vested shares, reducing net deposited shares from the full vested amount

Insights

Equity Compensation Specialist

RSU vesting and a partial sale reflect routine compensation settlement and tax withholding.

The filing documents an automatic conversion of 2,612 restricted stock units into common stock on 10/10/2025, consistent with a standard 25%-per-year vesting schedule. A portion of the vested shares were withheld for statutory taxes and the remaining net shares were deposited to the holder's account.

The subsequent disposal of 1,296 shares at $443.76 appears as a separate sale reducing beneficial ownership to 3,561 shares. Monitor remaining vesting tranches (annual through the fourth anniversary) for future share inflows and potential sales within the next 12 months.

Corporate Governance Analyst

Insider retained a majority of vested shares, indicating partial liquidity rather than full exit.

The reporting person retained net shares after tax withholding and sold roughly 49.6% of the vested shares (1,296 of 2,612). Ownership after the transactions remained at 3,561 shares, showing continued equity exposure.

Key items to watch include scheduled vesting on remaining RSU installments and any future Form 4 entries that would show additional sales or purchases across the next 12–36 months.

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^*

LOEB GARY

(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 Legal and Complian

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

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	10/10/2025		M(1)		2,612	A	$0.0	4,857	D
Common Stock	10/10/2025		F(1)		1,296	D	$443.76	3,561	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
Restricted Stock Units	$0.0	10/10/2025		M			2,612	(2)	10/10/2026	Common Stock	0	$0.0	2,612	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. 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: Loeb, Gary Howard	10/10/2025
	** 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.

FAQ

What did ISRG insider Gary Loeb report on the Form 4 filed 10/10/2025?

The filing reports vesting of 2,612 RSUs converted to common stock and a sale of 1,296 shares at $443.76, leaving 3,561 shares beneficially owned.

How do the vested RSUs for Gary Loeb vest?

Each RSU grant vests 25% per year over a four-year period, with a one-for-one conversion to common stock on each vest date.

How many shares were withheld for taxes at vesting?

The filing states a portion of the released 2,612 shares were held back for statutory tax withholding; the exact withheld count is not specified.

What was the net effect on beneficial ownership after the transactions?

Beneficial ownership decreased to 3,561 shares following the vesting and the sale.

Was the sale tied to a trading plan (Rule 10b5-1)?

The filing includes the standard plan checkbox language but does not indicate that this specific sale was executed under a Rule 10b5-1 plan.