Rosa David J. 4

What Happened

• Rosa David J., Chief Executive Officer of Intuitive Surgical, had RSUs/PSUs vest on February 28, 2026. A total of 24,918 shares were issued to her through exercise/conversion of derivatives (three conversions of 1,503; 14,363; and 9,052 shares at $0.00 per share).
• To cover statutory tax withholding, 12,357 shares were withheld/disposed (746; 7,122; and 4,489 shares) at a reported value of $503.51 per share, totaling $6,221,872. The net shares deposited to her account equal 12,561 shares (24,918 vested − 12,357 withheld).
• This was not an open-market sale by the insider but routine conversion/settlement of equity awards (RSUs/PSUs) with share withholding to satisfy taxes.

Key Details

• Transaction date: February 28, 2026; Form 4 filed March 2, 2026 (appears timely).
• Shares issued (converted from derivatives): 24,918 shares at $0.00 (no exercise price — RSU/PSU settlement).
• Shares withheld for taxes (reported as disposals under code F): 12,357 shares at $503.51 each = $6,221,872.
• Net shares delivered to insider: 12,561 shares.
• Footnotes: PSUs granted Feb 28, 2023 and June 12, 2023 met performance criteria and vested on Feb 28, 2026 (subject to continued service). RSUs vest 25% annually over four years; some shares were withheld to cover withholding taxes and the remainder deposited.
• Shares owned after transaction: not specified in this Form 4.

Context

• The transactions are vesting/settlement of equity awards (M = exercise/conversion of derivative; F = withholding for taxes). The $0.00 per-share price indicates conversion of granted awards rather than option purchases.
• Withholding to cover taxes is routine and does not reflect an open-market sale decision by the insider beyond meeting tax obligations.