GUTHART GARY S 4

What Happened

• Gary S. Guthart, a director of Intuitive Surgical (ISRG), received two derivative awards (performance stock units, PSUs) reported on Jan 28, 2026. The filing shows 8,267 PSUs (from a 2/26/2024 grant) and 17,556 PSUs (from a 2/28/2023 grant), for a total of 25,823 PSUs. The reported price is $0.00 because these are performance awards rather than open-market purchases.

Key Details

• Transaction date: 2026-01-28; Form 4 filed: 2026-01-30 (timely filing; within the usual 2-business-day window).
• Reported amounts: 8,267 PSUs (footnote F1) and 17,556 PSUs (footnote F2); total = 25,823 PSUs.
• Reported price: $0.00 (derivative award entry).
• Vesting/service conditions:
  • F1: PSUs originally granted 2/26/2024 — performance criteria achieved; vest on 2/26/2027 subject to continuous service.
  • F2: PSUs originally granted 2/28/2023 — performance criteria achieved; vest on 2/28/2026 subject to continuous service.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Transaction code: A (award/acquisition of derivative securities).

Context

• These are performance-based restricted awards (PSUs). The performance goals for both grants have been met, but the PSUs do not convert into actual shares until the stated vesting dates and only if Guthart remains in continuous service through those dates. Because these are awards—not open-market buys or sales—they do not directly indicate immediate buying or selling activity.