[S-8] Intuitive Surgical Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Bank of America Corporation (BAC) Form 8-K - Capital Return Announcement

On 23 Jul 2025 BAC disclosed that its Board approved a $40 billion common-stock repurchase program, effective 1 Aug 2025. The new authorization fully replaces the $40 billion program approved in July 2024 that expires the same day, providing continuity for share buybacks.

The Board also declared regular quarterly cash dividends of $0.28 per common share and $1.75 per share on its 7 % Cumulative Redeemable Preferred Stock, Series B. No additional financial metrics or guidance were included. The related press release is filed as Exhibit 99.1.

• Total repurchase capacity: $40 bn
• Program start date: 1 Aug 2025
• Common dividend: $0.28/sh quarterly
• Preferred dividend (Series B): $1.75/sh
• Disclosure made under Item 8.01; no financial statements affected.

Insights

Equity Research Analyst

TL;DR: $40 bn buyback plus steady dividend signal surplus capital; accretive to EPS and supportive of valuation.

The new authorization matches last year’s size but resets the clock, giving management 12 months of flexibility to retire roughly 8-10 % of shares outstanding (based on recent share count, not provided here). Combined with the $0.28/sh dividend, BAC continues to prioritize shareholder returns, indicating confidence in earnings momentum and regulatory capital levels post-stress-test. While timing of repurchases is discretionary, at current prices the program could add ~1–2 % to annual EPS if fully executed. No adverse financial or regulatory disclosures accompany the announcement—overall a constructive development for shareholders.

Bank Capital Risk Specialist

TL;DR: Authorization benign for capital ratios; impact depends on execution pace and future stress-test outcomes.

Because the $40 bn authorization merely replaces an expiring program of equal size, near-term CET1 ratios are unchanged; actual capital draw occurs only when shares are repurchased. BAC’s announcement suggests management believes post-CCAR capital buffers remain adequate. Nonetheless, investors should monitor macro conditions and regulatory actions that could slow buybacks. Dividend levels remain unchanged, indicating no shift in payout policy. Overall event is neutral to slightly positive for risk profile.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTUITIVE SURGICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation) 77-0416458
(I.R.S. Employer Identification No.)

1020 Kifer Road

Sunnyvale, California 94086

(Address of Principal Executive Offices including Zip Code)

AMENDED AND RESTATED INTUITIVE SURGICAL, INC. 2010 INCENTIVE AWARD PLAN

(Full Title of the Plan)

David J. Rosa Chief Executive Officer Intuitive Surgical, Inc. 1020 Kifer Road Sunnyvale, California 94086 (408) 523-2100 Copy to: Mark V. Roeder John C. Williams Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code for Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

REGISTRATION OF ADDITIONAL SECURITIES

Intuitive Surgical, Inc. (the “Company”) filed with the Securities and Exchange Commission the following Registration Statements on Form S-8 relating to shares of the Company’s common stock, par value $0.001 per share, to be offered and sold under the Company’s Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan (the “Amended 2010 Plan”), and the contents of such prior Registration Statements are incorporated by reference in this Registration Statement: Registration Statement on Form S-8 filed July 19, 2024 (File No. 333-280923), Registration Statement on Form S-8 filed July 22, 2022 (File No. 333-266304), Registration Statement on Form S-8 filed July 21, 2021 (File No. 333-258073), Registration Statement on Form S-8 filed July 23, 2020 (File No. 333-240046), Registration Statement on Form S-8 filed July 25, 2019 (File No. 333-232829), Registration Statement on Form S-8 filed October 20, 2017 (File No. 333-221043), Registration Statement on Form S-8 filed May 2, 2016 (File No. 333-211064), Registration Statement on Form S-8 filed May 1, 2015 (File No. 333-203793), Registration Statement on Form S-8 filed June 17, 2013 (File No. 333-189399), Registration Statement on Form S-8 filed April 20, 2012 (File No. 333-180863), Registration Statement on Form S-8 filed April 29, 2011 (File No. 333-173803), and Registration Statement on Form S-8 filed May 14, 2010 (File No. 333-166833). The Company is hereby registering an additional 5,000,000 shares issuable under the Amended 2010 Plan, none of which have been issued as of the date of this Registration Statement.

Item 8. Exhibits.

Exhibit No.			Description
4.1(1)			Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan.
5.1			Opinion of Latham & Watkins LLP
23.1			Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2			Consent of Independent Registered Public Accounting Firm
24.1			Power of Attorney (included on signature page of this Registration Statement)
107.1			Filing Fee Table

1.Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on May 5, 2025 (File No. 000-30713).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on July 23, 2025.

INTUITIVE SURGICAL, INC.

By:

/s/ David J. Rosa

David J. Rosa

Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints David J. Rosa and Jamie E. Samath, and each or any of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place, and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ David J. Rosa

Chief Executive Officer and Director

July 23, 2025

David J. Rosa

(Principal Executive Officer)

/s/ Jamie E. Samath

Executive Vice President and Chief Financial Officer

July 23, 2025

Jamie E. Samath

(Principal Financial Officer)

/s/ Fredrik Widman

Vice President and Corporate Controller

July 23, 2025

Fredrik Widman

(Principal Accounting Officer)

/s/ Gary S. Guthart

Executive Chair of the Board

July 23, 2025

Gary S. Guthart, PhD

/s/ Craig H. Barratt

Lead Independent Director of the Board

July 23, 2025

Craig H. Barratt, Ph.D.

/s/ Joseph C. Beery

Director

July 23, 2025

Joseph C. Beery

/s/ Lewis Chew

Director

July 23, 2025

Lewis Chew

/s/ Amal M. Johnson

Director

July 23, 2025

Amal M. Johnson

/s/ Sreelakshmi Kolli

Director

July 23, 2025

Sreelakshmi Kolli

/s/ Amy L. Ladd

Director

July 23, 2025

Amy L. Ladd, M.D.

/s/ Keith R. Leonard Jr.

Director

July 23, 2025

Keith R. Leonard Jr.

/s/ Jami Dover Nachtsheim

Director

July 23, 2025

Jami Dover Nachtsheim

/s/ Monica P. Reed

Director

July 23, 2025

Monica P. Reed, M.D.

FAQ

How large is Bank of America’s new share-repurchase program?

The Board authorized a $40 billion common-stock buyback program effective 1 Aug 2025.

Does the new authorization replace the 2024 program?

Yes. It supersedes the prior $40 bn program that expires on 1 Aug 2025, ensuring uninterrupted buyback capacity.

What dividend did BAC declare for common shareholders?

BAC declared its regular quarterly dividend of $0.28 per common share.

Were preferred dividends announced in this filing?

Yes. The Board declared a $1.75 per share dividend on 7 % Cumulative Redeemable Preferred Stock, Series B.

Which SEC item covers this disclosure?

The information was provided under Item 8.01 – Other Events of Form 8-K.

Where can I find the full press release?

It is included as Exhibit 99.1 to the Form 8-K.