GUTHART GARY S 4

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.