Charlton Henry L 4

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.