Intuitive Surgical (ISRG) CEO logs PSU and RSU vesting with tax share withholding

Rhea-AI Filing Summary

Intuitive Surgical CEO David J. Rosa reported multiple equity transactions on February 28, 2026 tied to vesting of performance and restricted stock units. He exercised or converted derivative awards into common stock, including 14,363 and 9,052 performance stock units from 2023 grants and 1,503 restricted stock units, each on a one-for-one basis into common shares.

To satisfy statutory tax withholding on these settlements, the company withheld shares classified as dispositions under code F, including 7,122, 4,489, and 746 common shares at a price of $503.51 per share. After these exercises and tax-withholding dispositions, Rosa directly owned 245,209 shares of Intuitive Surgical 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

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer (CEO)

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)		1,503	A	$0.0	234,151	D
Common Stock	02/28/2026		F(1)		746	D	$503.51	233,405	D
Common Stock	02/28/2026		M(2)		14,363	A	$0.0	247,768	D
Common Stock	02/28/2026		F(3)		7,122	D	$503.51	240,646	D
Common Stock	02/28/2026		M(4)		9,052	A	$0.0	249,698	D
Common Stock	02/28/2026		F(3)		4,489	D	$503.51	245,209	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			14,363	(2)	(2)	Common Stock	14,363	$0.0	0	D
Performance Stock Units - 6-12-2023	$0.0	02/28/2026		M			9,052	(4)	(4)	Common Stock	9,052	$0.0	0	D
Restricted Stock Units	$0.0	02/28/2026		M			1,503	(5)	02/28/2026(5)	Common Stock	1,503	$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. Represents performance stock units ("PSUs") initially granted to the Reporting Person on June 12, 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.

5. 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: Rosa, David J	03/02/2026
	** 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.

FAQ

What insider transactions did Intuitive Surgical (ISRG) CEO David Rosa report?

David Rosa reported exercises of performance and restricted stock units into Intuitive Surgical common stock, along with share dispositions for tax withholding. These transactions reflect equity awards vesting rather than open-market purchases or sales, and are typical for executive compensation structures.

How many Intuitive Surgical (ISRG) shares did the CEO acquire through equity award vesting?

David Rosa acquired common stock through conversion of 14,363 and 9,052 performance stock units and 1,503 restricted stock units. Each unit converts one-for-one into common shares, reflecting the vesting of previously granted long-term incentive awards tied to service and performance.

Were any of the Intuitive Surgical (ISRG) CEO’s reported transactions open-market sales?

The Form 4 shows dispositions coded F, which represent shares withheld to cover taxes on equity award settlements at $503.51 per share. This indicates tax-withholding transactions rather than discretionary open-market sales initiated to reduce or monetize his shareholdings.

What is David Rosa’s Intuitive Surgical (ISRG) share ownership after these Form 4 transactions?

Following the reported exercises and tax-withholding dispositions, David Rosa directly owns 245,209 shares of Intuitive Surgical common stock. This figure reflects his updated direct holdings after converting vested performance and restricted stock units and settling associated tax obligations in shares.

What do the performance stock units (PSUs) in the Intuitive Surgical (ISRG) Form 4 represent?

The performance stock units were initially granted in 2023 and became earned after the compensation committee confirmed performance goals were achieved. They vest on February 28, 2026, the third anniversary of grant, contingent on David Rosa’s continuous service through the vesting date.

How do restricted stock units (RSUs) for Intuitive Surgical (ISRG) CEO vest over time?

Each restricted stock unit represents a right to receive one Intuitive Surgical share. The grant vests 25% on the first anniversary of the grant date and 25% annually over four years, leading to periodic share deliveries and related tax-withholding share dispositions.