GUTHART GARY S 4

4 · INTUITIVE SURGICAL INC · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Intuitive Surgical (ISRG) Director Gary S. Guthart Exercises Options, Sells Shares

What Happened

Gary S. Guthart, a director of Intuitive Surgical (ISRG), had equity awards convert/vest and shares withheld to cover tax obligations. The filing shows conversion/exercise-type transactions totaling 8,393 derivative shares and an award/vesting of 8,778 RSU/PSU-related shares. To satisfy tax withholding, 4,163 shares were disposed at $506.17 each, generating proceeds of $2,107,186.

Key Details

Transaction date: February 26, 2026; Filing date: February 27, 2026 (timely).
Dispositions for tax withholding: 2,460 shares × $506.17 = $1,245,178 and 1,703 shares × $506.17 = $862,008 (total $2,107,186).
Conversions/exercises reported: 4,960 and 3,433 shares (reported as exercises/conversions of derivatives), plus a grant/award of 8,778 shares (RSU/PSU-related).
Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (shares withheld/sold to cover taxes); A = grant/award.
Shares owned after the transactions are not specified in the provided filing excerpt.
Footnotes: F1/F3 describe RSU vesting schedule (25%/year over 4 years; statutory withholding applied; net shares deposited). F2 indicates PSUs granted 2/28/2023 met performance goals and vest on the third anniversary (2/28/2026).

Context

These appear to be routine compensation-related vesting/conversion events rather than open-market investment purchases: some awarded/converted shares were withheld/sold to cover tax liabilities (a common cashless/withholding practice).
No late filing was indicated in the provided data. No 10% owner or gift transactions are involved.

Form 4

Period: 2026-02-26

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-26+4,960→ 9,981 total
Tax Payment
Common Stock
[F1]
2026-02-26$506.17/sh−2,460$1,245,178→ 7,521 total
Exercise/Conversion
Common Stock
[F1]
2026-02-26+3,433→ 10,954 total
Tax Payment
Common Stock
[F1]
2026-02-26$506.17/sh−1,703$862,008→ 9,251 total
Award
Performance Stock Units - 2-28-2023
[F2]
2026-02-26+8,778→ 26,334 total
Exercise: $0.00→ Common Stock (8,778 underlying)
Exercise/Conversion
Restricted Stock Units - 2-26-2024
[F3]
2026-02-26−4,960→ 9,920 total
Exercise: $0.00→ Common Stock (4,960 underlying)
Exercise/Conversion
Restricted Stock Units - 2-26-2025
[F3]
2026-02-26−3,433→ 10,299 total
Exercise: $0.00→ Common Stock (3,433 underlying)

Holdings

Footnotes (3)

[F1]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.
[F2]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.
[F3]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.

Signature

By: Stephanie Lim-Ignacio For: Guthart, Gary S|2026-02-27

1 file