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Intuitive Surgical (ISRG) CEO David Rosa earns new performance stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Intuitive Surgical’s Chief Executive Officer and director David J. Rosa reported grants of performance stock units that have now been earned based on previously set goals. On January 28, 2026, he acquired 6,360 PSUs from a February 26, 2024 grant, 9,575 PSUs from a February 28, 2023 grant, and 6,034 PSUs from a June 12, 2023 grant.

The compensation committee confirmed that the performance criteria for each grant were achieved. These PSUs convert into common stock if Rosa remains in continuous service through the vesting dates: February 26, 2027 for the 2024 grant and February 28, 2026 for the 2023 and June 2023 grants.

Positive

  • None.

Negative

  • None.
Insider Rosa David J.
Role Chief Executive Officer (CEO)
Type Security Shares Price Value
Grant/Award Performance Stock Units - 2-26-2024 6,360 $0.00 --
Grant/Award Performance Stock Units - 2-28-2023 9,575 $0.00 --
Grant/Award Performance Stock Units - 6-12-2023 6,034 $0.00 --
Holdings After Transaction: Performance Stock Units - 2-26-2024 — 6,360 shares (Direct); Performance Stock Units - 2-28-2023 — 9,575 shares (Direct); Performance Stock Units - 6-12-2023 — 6,034 shares (Direct)
Footnotes (1)
  1. Represents performance stock units ("PSUs") initially granted to the Reporting Person on February 26, 2024 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 26, 2027, the third anniversary of the grant date, subject to Reporting Person's continuous service to the Issuer through each such vesting date. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
01/28/2026
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
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 - 2-26-2024 $0.0 01/28/2026 A 6,360 (1) (1) Common Stock 6,360 $0.0 6,360 D
Performance Stock Units - 2-28-2023 $0.0 01/28/2026 A 9,575 (2) (2) Common Stock 9,575 $0.0 9,575 D
Performance Stock Units - 6-12-2023 $0.0 01/28/2026 A 6,034 (3) (3) Common Stock 6,034 $0.0 6,034 D
Explanation of Responses:
1. Represents performance stock units ("PSUs") initially granted to the Reporting Person on February 26, 2024 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 26, 2027, the third anniversary of the grant date, subject to Reporting Person's continuous service to the Issuer through each such vesting date.
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. 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.
By: Stephanie Lim-Ignacio For: Rosa, David J 01/30/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ISRG CEO David J. Rosa report on this Form 4?

David J. Rosa reported the acquisition of performance stock units that were previously granted subject to performance goals. On January 28, 2026, three PSU grants were credited after the compensation committee determined their performance criteria had been achieved.

How many Intuitive Surgical (ISRG) performance stock units did the CEO acquire?

David J. Rosa acquired 6,360 PSUs from a February 26, 2024 grant, 9,575 PSUs from a February 28, 2023 grant, and 6,034 PSUs from a June 12, 2023 grant, all at an exercise price of $0.00 per unit.

When do the newly earned ISRG performance stock units vest for the CEO?

The PSUs from the February 26, 2024 grant vest on February 26, 2027. The PSUs from the February 28, 2023 and June 12, 2023 grants vest on February 28, 2026, assuming David J. Rosa maintains continuous service.

What conditions apply to David J. Rosa’s ISRG performance stock units?

Each PSU grant was originally subject to specific performance metrics. The compensation committee confirmed those criteria were achieved. The units will vest on their scheduled third anniversaries of grant dates, provided the reporting person maintains continuous service with Intuitive Surgical through those vesting dates.

Are the reported ISRG performance stock units held directly or indirectly by the CEO?

The filing shows the performance stock units as held with direct ownership by David J. Rosa. There are no footnotes indicating that another entity, trust, or partnership holds voting or investment authority over these derivative securities.

Do the ISRG performance stock units convert into common stock for the CEO?

Yes. Each performance stock unit represents the right to receive Intuitive Surgical common stock upon vesting. The table specifies that the underlying security for these PSUs is common stock, with the number of shares matching each PSU amount once vesting requirements are satisfied.