Intuitive Surgical (NASDAQ: ISRG) director Guthart vests 2,633 RSUs with tax withholding

Rhea-AI Filing Summary

Intuitive Surgical director Gary S. Guthart reported the vesting and settlement of 2,633 restricted stock units (RSUs) into an equal number of common shares on February 10, 2026. The RSUs vest 25% per year over four years starting February 10, 2023.

To cover statutory tax withholding on this vesting, 1,306 common shares were withheld at a value of $492.84 per share, leaving 5,021 common shares held directly after the transactions. In addition, Guthart has indirect beneficial ownership of common stock through trusts for a daughter, a son, and another trust.

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^*

GUTHART GARY S

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M(1)		2,633	A	$0.0	6,327	D
Common Stock	02/10/2026		F(1)		1,306	D	$492.84	5,021	D
Common Stock								15,720	I	Trust FBO Daughter
Common Stock								15,720	I	Trust FBO Son
Common Stock								1,231,890	I	by Trust

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	02/10/2026		M			2,633	(2)	(2)	Common Stock	2,633	$0.0	2,633	D

Explanation of Responses:

1. RSUs vest 25% per year over a four year period, commencing on each anniversary of February 10, 2023. 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. Constitute restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock upon vesting. 25% of the RSUs shall vest on each anniversary of February 10, 2023, subject to Reporting Person's continuous service to the Issuer through each such vesting date.

	By: Stephanie Lim-Ignacio For: Guthart, Gary S	02/10/2026
	** 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 insider transaction did ISRG director Gary S. Guthart report?

Gary S. Guthart reported RSU vesting and related share withholding. On February 10, 2026, 2,633 restricted stock units converted into common shares, and 1,306 shares were withheld to cover statutory tax obligations tied to this equity compensation event.

How many Intuitive Surgical (ISRG) shares does Guthart now hold directly?

Guthart directly holds 5,021 ISRG common shares after the filing. This figure reflects the net position following the conversion of 2,633 RSUs into common stock and the withholding of 1,306 shares for statutory tax requirements on February 10, 2026.

What are the vesting terms of Gary Guthart’s Intuitive Surgical RSUs?

The RSUs vest 25% annually over four years. Vesting occurs on each anniversary of February 10, 2023, with each restricted stock unit converting into one share of Intuitive Surgical common stock upon vesting, subject to Guthart’s continued service with the company.

Why were 1,306 ISRG shares withheld from Gary Guthart’s RSU vesting?

The 1,306 shares were withheld to satisfy statutory tax withholding. When 2,633 RSUs vested into common shares, a portion of those shares was retained at $492.84 per share to cover required taxes, and the remaining net shares were deposited to Guthart’s account.

Does Gary Guthart have indirect ownership of Intuitive Surgical stock?

Yes, Guthart reports indirect ownership through multiple trusts. The filing shows common stock held in trusts for a daughter, a son, and an additional trust, in addition to the 5,021 ISRG shares that he holds directly after the reported transactions.

What does transaction code “M” mean in Gary Guthart’s ISRG Form 4?

Transaction code “M” indicates a derivative-to-common stock conversion. In this case, it reflects 2,633 restricted stock units converting into the same number of Intuitive Surgical common shares as part of the scheduled vesting under Guthart’s equity compensation.