GUTHART GARY S 4

4 · INTUITIVE SURGICAL INC · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

Intuitive Surgical Director Gary Guthart Converts Awards, Shares Withheld

What Happened

Gary S. Guthart, a director of Intuitive Surgical (ISRG), had equity awards convert/vest on February 28, 2026. A total of 28,840 derivative awards converted into common shares (2,506 and 26,334 shares). To cover statutory tax withholding, 14,302 shares were surrendered (disposed) at $503.51 per share, generating proceeds of $625,863 and $6,575,337 (total ≈ $7,201,200). The net shares (28,840 − 14,302 = 14,538) were deposited into the holder’s account per the filing.
These transactions are not open-market purchases or sales by choice but represent award vesting/conversion and routine tax withholding.

Key Details

Transaction date: February 28, 2026; Form filed March 3, 2026.
Conversion/vesting: 2,506 and 26,334 derivative awards converted into shares (reported as code M, exercise/conversion of derivative) at $0 exercise price.
Withholding/tax disposition: 1,243 and 13,059 shares withheld (code F) at $503.51 per share, proceeds $625,863 and $6,575,337 (total ≈ $7.2M).
Net shares deposited to account: 14,538 (28,840 converted − 14,302 withheld).
Shares owned after transaction: not specified in the provided data.
Footnotes: PSUs granted Feb 28, 2023 met performance conditions and vested on Feb 28, 2026; RSUs convert 1:1 on vesting with a standard 4‑year schedule; shares were withheld to satisfy tax obligations.

Context

This was a vesting/conversion event (awards becoming stock), not an open-market sale or purchase. The withheld shares represent a cashless/tax-withholding settlement common when restricted or performance stock units vest.
Such transactions are routine and reflect compensation mechanics rather than an explicit buy/sell decision by the insider.

Form 4

Period: 2026-02-28

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-28+2,506→ 11,757 total
Tax Payment
Common Stock
[F1]
2026-02-28$503.51/sh−1,243$625,863→ 10,514 total
Exercise/Conversion
Common Stock
[F2]
2026-02-28+26,334→ 36,848 total
Tax Payment
Common Stock
[F3]
2026-02-28$503.51/sh−13,059$6,575,337→ 23,789 total
Exercise/Conversion
Performance Stock Units - 2-28-2023
[F2]
2026-02-28−26,334→ 0 total
Exercise: $0.00→ Common Stock (26,334 underlying)
Exercise/Conversion
Restricted Stock Units
[F4]
2026-02-28−2,506→ 0 total
Exercise: $0.00Exp: 2026-02-28→ Common Stock (2,506 underlying)

Holdings

Footnotes (4)

[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]This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs reported on this Form 4.
[F4]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|2026-03-03

1 file