INTUITIVE SURGICAL INC·4

Feb 27, 1:42 PM ET

Rosa David J. 4

4 · INTUITIVE SURGICAL INC · Filed Feb 27, 2026

Research Summary

AI-generated summary of this filing

Updated

Intuitive Surgical (ISRG) CEO David J. Rosa Receives Awards, Withholds Shares

What Happened

  • David J. Rosa, CEO of Intuitive Surgical, had multiple derivative awards vest/convert on 2026-02-26 and received shares from those awards. The filing lists conversions/exercises of 3,816 and 2,289 derivative units and grant/award acquisitions of 4,788, 3,018 and 13,441 shares (reported as derivative RSUs/PSUs).
  • To satisfy statutory tax withholding, 1,892 shares and 1,135 shares were disposed (reported as “Payment of exercise price or tax liability”) at $506.17 per share, producing proceeds of $957,674 and $574,503 respectively — about $1,532,177 total. These were withholding/sale actions tied to vesting, not open‑market investment sales.

Key Details

  • Transaction date: 2026-02-26 (Form 4 filed 2026-02-27).
  • Withheld/disposed shares: 1,892 shares ($957,674) and 1,135 shares ($574,503) at $506.17 per share — total ~3,027 shares and ~$1.53M.
  • Acquisitions/conversions reported: derivative exercises/conversions of 3,816 and 2,289 shares; grants/awards of 4,788, 3,018 and 13,441 shares (reported as RSUs/PSUs/derivatives).
  • Footnotes: RSUs vest 25% per year over four years and convert one-for-one into common stock (some shares released and a portion withheld for taxes). PSUs granted Feb 28, 2023 and June 12, 2023 met performance goals and vested on Feb 28, 2026, subject to continuous service.
  • Filing timeliness: Filed next day (timely); no late filing indication in the provided data.
  • Shares owned after transaction: Not specified in the excerpt provided.

Context

  • This was largely a vesting/conversion event (awards/PSUs/RSUs) with share withholding to cover taxes — common for executives when restricted or performance units vest. The disposals reported are tax‑withholding actions, not open‑market sales indicating a change in sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-26
Rosa David J.
DirectorChief Executive Officer (CEO)
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-26+3,816233,386 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-26$506.17/sh1,892$957,674231,494 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-26+2,289233,783 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-26$506.17/sh1,135$574,503232,648 total
  • Award

    Performance Stock Units - 2-28-2023

    [F2]
    2026-02-26+4,78814,363 total
    Exercise: $0.00Common Stock (4,788 underlying)
  • Award

    Performance Stock Units - 6-12-2023

    [F3]
    2026-02-26+3,0189,052 total
    Exercise: $0.00Common Stock (3,018 underlying)
  • Exercise/Conversion

    Restricted Stock Units - 2-26-2024

    [F4]
    2026-02-263,8167,631 total
    Exercise: $0.00Common Stock (3,816 underlying)
  • Exercise/Conversion

    Restricted Stock Units - 2-26-2025

    [F4]
    2026-02-262,2896,866 total
    Exercise: $0.00Common Stock (2,289 underlying)
  • Award

    Restricted Stock Units - 2-26-2026

    [F4]
    2026-02-26+13,44113,441 total
    Exercise: $0.00Common Stock (13,441 underlying)
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]Represents performance stock units ("PSUs") initially granted to the Reporting Person on June 12, 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.
  • [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: Rosa, David J|2026-02-27

Documents

1 file
  • 4
    edgardoc.xmlPrimary

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