Form 4: Intuitive Surgical Director Sells Shares Under 10b5-1 Plan

Intuitive Surgical Director Gary S. Guthart exercised stock options and sold a portion of his shares, including those held in trusts, under a pre-arranged 10b5-1 trading plan.

Summary

• Gary S. Guthart, a Director of Intuitive Surgical Inc. (ISRG), reported transactions on January 27, 2026.
• These transactions were executed under a Rule 10b5-1 trading plan, which is set to expire on April 28, 2026.
• Guthart exercised 25,500 non-qualified stock options at an exercise price of $174.2567 per share.
• He subsequently sold 24,500 shares of common stock directly at a weighted average price of $530.0981 per share.
• An additional 1,400 shares were sold from a Trust FBO Daughter at a weighted average price of $531.5285 per share.
• Another 1,400 shares were sold from a Trust FBO Son at a weighted average price of $531.5208 per share.
• Following these transactions, Guthart's direct beneficial ownership of common stock is 3,694 shares.
• Indirect beneficial ownership includes 15,720 shares held by Trust FBO Daughter, 15,720 shares held by Trust FBO Son, and 1,231,890 shares held by a separate Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the director sold a significant number of shares, these transactions were pre-arranged under a 10b5-1 plan, which mitigates the negative signal often associated with insider selling. The exercise of options also represents a profitable event for the insider.

Positives

• The exercise of stock options at $174.2567 and subsequent sale at prices around $530-$531 indicates a significant profit for the insider.
• Transactions were conducted under a Rule 10b5-1 trading plan, which suggests pre-planned sales rather than reactive selling based on new, non-public information.

Negatives

• The sale of a substantial number of shares by a director, even under a 10b5-1 plan, could be perceived as a slight negative signal by some investors, indicating a reduction in insider exposure.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This insider transaction report reflects a routine, pre-scheduled sale by a director and does not provide specific insights into broader industry trends or competitive landscape for medical device companies like Intuitive Surgical.

Related Party Transactions

• Sales of shares from trusts established for the benefit of the reporting person's daughter and son were reported.

Stakeholder Impact

• Shareholders may note the reduction in direct and indirect holdings by a key director, though the pre-scheduled nature of the sales under a 10b5-1 plan typically lessens concerns about management's immediate view of the company's prospects.

Next Steps

• The Rule 10b5-1 trading plan is set to expire on April 28, 2026.

Key Dates

Keywords

ISRG, Intuitive Surgical, Insider Trading, Form 4, Stock Options, 10b5-1 Plan, Director Sales, Equity Sales