Charlton Henry L 4

What Happened

• Charlton Henry L., EVP & Chief Commercial and Marketing Officer at Intuitive Surgical, had 1,077 restricted stock units (RSUs convert/derivative) vest and convert into 1,077 shares on Feb 10, 2026. To satisfy tax withholding, 492 of those shares were withheld (tax-withholding disposition) at a reported per-share value of $492.84, totaling approximately $242,477. The remaining net shares were deposited into the insider’s account. No cash exercise price was paid—these were RSU conversions rather than market purchases.

Key Details

• Transaction date: 2026-02-10
• Conversion: 1,077 RSUs converted to 1,077 shares (transaction code M)
• Tax withholding: 492 shares withheld and disposed (transaction code F) at $492.84/share = ~$242,477
• Footnotes: RSUs vest 25% per year over four years starting Feb 10, 2023; RSUs convert 1-for-1 on vesting and a portion is held back for statutory tax withholding (net shares deposited)
• Shares owned after the transaction: not specified in this Form 4 filing
• Filing timeliness: filing date matches the transaction date (no late filing indicated)

Context

• This was a routine RSU vesting and tax-withholding event (common employee compensation), not an open-market buy or discretionary sale. The withholding of shares to cover taxes is a standard cashless method and is recorded as a disposition for reporting purposes, while the insider retains the remaining vested shares.