Charlton Henry L 4

What Happened
Henry L. Charlton, EVP & Chief Commercial and Mkt of Intuitive Surgical (ISRG), was reported as receiving two grants of performance stock units (PSUs) on 2026-01-28 totaling 10,043 units (2,861 and 7,182). The awards are recorded at $0.00 on the Form 4 because they are performance-based derivative awards, not open-market purchases or sales. The company’s Compensation Committee determined the performance criteria have been met; the units remain subject to future vesting dates and continuous service requirements.

Key Details

• Transaction date: 2026-01-28; Form 4 filed: 2026-01-30 (timely filing).
• Type/Code: Award/Acquisition (derivative PSUs), reported at $0.00.
• Units granted: 2,861 (from 2024 grant) and 7,182 (from 2023 grant) — total 10,043 PSUs.
• Vesting: 2,861 PSUs vest on 2027-02-26 (F1); 7,182 PSUs vest on 2026-02-28 (F2), subject to continued service.
• Footnotes: F1 = PSUs originally granted 2/26/2024; F2 = PSUs originally granted 2/28/2023; performance targets have been met per the Compensation Committee.
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Filing timeliness: Appears timely (Form 4 filed two days after the transaction date).

Context
PSUs are performance-based restricted units that convert to common shares (or cash) only if performance goals are met and the executive remains employed through vesting. These awards do not represent immediately tradable shares and do not generate cash proceeds at grant. This transaction is an award of compensation rather than a market buy or sale and should be interpreted as a compensation event, not a direct trading signal. The ultimate value to the insider will depend on Intuitive Surgical’s stock price at vesting and any settlement terms.