Charlton Henry L 4

4 · INTUITIVE SURGICAL INC · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

Intuitive Surgical (ISRG) EVP Henry L. Charlton Exercises Awards, Sells Shares for Taxes

What Happened

Henry L. Charlton, EVP & Chief Commercial and Marketing Officer at Intuitive Surgical (ISRG), had restricted and performance awards vest/convert on Feb 26, 2026. The filing shows derivative awards/convertible units were recorded (totaling 7,623 units across entries) and conversions/exercises resulting in common shares (recorded as $0 exercise price). To satisfy tax-withholding obligations, 1,224 shares were disposed (sold) at $506.17 per share, generating approximately $619,552. The awards and conversions themselves are reported at $0 per share because they were vesting/conversion events, not cash purchases.

Key Details

Transaction date: 2026-02-26; filing date: 2026-02-27 (timely filing).
Tax-withholding disposals: 765 shares ($387,220) and 459 shares ($232,332) — total 1,224 shares at $506.17/share, total ≈ $619,552.
Award/conversion entries: multiple RSU/PSU conversions/grants reported (derivative entries at $0); gross reported award units sum to 7,623 (3,591 + 4,032) with conversion entries of 1,717 and 1,030 also recorded.
Footnotes: RSUs vest 25% annually (some shares released and some withheld for taxes). PSUs granted Feb 28, 2023 met performance targets and vested on Feb 28, 2026 (subject to continued service). Net shares were deposited into the holder’s account after withholding.
Shares owned following the transactions are not specified in the provided filing excerpt.

Context

This was primarily a vesting/conversion event (awards converting to common stock) with routine tax-withholding disposals (a cashless-type withholding/sale). Such disposals to cover taxes are common and do not necessarily signal a buy/sell decision on company prospects.

Form 4

Period: 2026-02-26

EVP & Chief Commercial and Mkt

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-26+1,717→ 5,414 total
Tax Payment
Common Stock
[F1]
2026-02-26$506.17/sh−765$387,220→ 4,649 total
Exercise/Conversion
Common Stock
[F1]
2026-02-26+1,030→ 5,679 total
Tax Payment
Common Stock
[F1]
2026-02-26$506.17/sh−459$232,332→ 5,220 total
Award
Performance Stock Units - 2-28-2023
[F2]
2026-02-26+3,591→ 10,773 total
Exercise: $0.00→ Common Stock (3,591 underlying)
Exercise/Conversion
Restricted Stock Units - 2-26-2024
[F3]
2026-02-26−1,717→ 3,434 total
Exercise: $0.00→ Common Stock (1,717 underlying)
Exercise/Conversion
Restricted Stock Units - 2-26-2025
[F3]
2026-02-26−1,030→ 3,090 total
Exercise: $0.00→ Common Stock (1,030 underlying)
Award
Restricted Stock Units - 2-26-2026
[F3]
2026-02-26+4,032→ 4,032 total
Exercise: $0.00→ Common Stock (4,032 underlying)

Footnotes (3)

[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]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: Charlton, Henry L|2026-02-27

1 file