Charlton Henry L 4

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.