Charlton Henry L 4
4 · INTUITIVE SURGICAL INC · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Intuitive Surgical (ISRG) EVP Henry Charlton Receives Vested Shares
What Happened Henry L. Charlton, EVP & Chief Commercial and Marketing Officer of Intuitive Surgical (ISRG), had performance stock units (PSUs) and restricted stock units (RSUs convert into common stock) vest on February 28, 2026. A total of 11,525 shares vested (10,773 PSUs + 752 RSUs). To cover statutory tax withholding, 5,135 shares were withheld at $503.51 per share (total withholding ≈ $2,585,524), leaving approximately 6,390 net shares deposited to his account. This was not an open-market purchase or sale but a routine settlement of equity awards.
Key Details
- Transaction date: February 28, 2026; Form 4 filed March 2, 2026 (timely).
- Vesting: 10,773 PSUs and 752 RSUs converted into common stock (one-for-one).
- Tax withholding: 5,135 shares withheld at $503.51/share for taxes (total ≈ $2,585,524).
- Net deposited to holder: ~6,390 shares (11,525 vested − 5,135 withheld).
- Filing codes: M = exercise/conversion of derivative (PSU/RSU vesting), F = payment of exercise price/tax liability (shares withheld).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: PSUs (F2) vested upon meeting performance metrics; RSUs vest 25% annually over 4 years (F1, F4); F3 confirms shares withheld were to cover taxes.
Context This was a standard vesting and tax-withholding transaction (often called a "sell/withhold to cover"), not an open-market sale indicating a change in sentiment. For retail investors, vesting events increase an insider's taxable income and frequently trigger share withholding; they are routine and do not necessarily reflect the insider’s view on the company's stock.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-28+752→ 5,972 total - Tax Payment
Common Stock
[F1]2026-02-28$503.51/sh−335$168,676→ 5,637 total - Exercise/Conversion
Common Stock
[F2]2026-02-28+10,773→ 16,410 total - Tax Payment
Common Stock
[F3]2026-02-28$503.51/sh−4,800$2,416,848→ 11,610 total - Exercise/Conversion
Performance Stock Units - 2-28-2023
[F2]2026-02-28−10,773→ 0 totalExercise: $0.00→ Common Stock (10,773 underlying) - Exercise/Conversion
Restricted Stock Units
[F4]2026-02-28−752→ 0 totalExercise: $0.00Exp: 2026-02-28→ Common Stock (752 underlying)
Footnotes (4)
- [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]This transaction represents the withholding of shares to cover taxes applicable to a settlement of PSUs reported on this Form 4.
- [F4]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.