Form 4: Intuitive Surgical Executive Sells Shares

Intuitive Surgical's Executive Chair, Gary S. Guthart, exercised stock options and subsequently sold a significant number of shares under a pre-arranged trading plan.

Summary

• Gary S. Guthart, Executive Chair of the Board and Director of Intuitive Surgical Inc. (ISRG), engaged in transactions involving the company's common stock.
• On October 24, 2025, Mr. Guthart exercised non-qualified stock options to acquire 36,000 shares of common stock at an exercise price of $109.4856 per share.
• Concurrently, he sold a total of 31,600 shares of common stock under a Rule 10b5-1 trading plan.
• The sales included 28,800 shares directly owned, sold at a weighted average price of $547.5571 per share.
• Additionally, 1,400 shares were sold from a trust for his daughter at a weighted average price of $546.3499 per share, and another 1,400 shares from a trust for his son at a weighted average price of $546.184 per share.
• Following these transactions, Mr. Guthart's direct beneficial ownership stands at 27,027 shares, with indirect ownership of 17,120 shares each for trusts FBO Daughter and Son, and 1,204,863 shares by another trust.
• The Rule 10b5-1 trading plan, under which these transactions occurred, is set to expire on April 28, 2026.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale could be perceived negatively, the transaction was pre-planned under a Rule 10b5-1 plan, which reduces concerns about opportunistic timing. The exercise of options also indicates the stock's appreciation, which is positive for the company and its shareholders.

Positives

• The exercise of stock options at $109.4856 and subsequent sale at prices averaging over $546 indicates a significant profit for the insider, reflecting the company's stock appreciation.
• Transactions were conducted under a Rule 10b5-1 trading plan, which demonstrates pre-planning and mitigates concerns about opportunistic insider trading.

Negatives

• A significant sale of 31,600 shares by a key executive, even if pre-planned, could be perceived by some investors as a signal of reduced confidence or a desire to diversify holdings.

Risks

• Intentional misstatements or omissions of facts in the filing constitute Federal Criminal Violations.

Future Outlook

The Rule 10b5-1 trading plan, under which these transactions were executed, is scheduled to expire on April 28, 2026. The non-qualified stock option exercised had an expiration date of August 15, 2027, and was granted under the 2010 Incentive Award Plan with a vesting schedule of 7/48 one month after the grant date and 1/48 each month thereafter.

Management Comments

• No direct quotes or paraphrased statements from company management are provided in this Form 4 filing, which primarily reports insider transactions.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide information related to broader industry trends or competitive landscape. Such filings are standard disclosures for executives managing their personal equity holdings.

Comparison to Industry Standards

• Not applicable. This filing reports individual insider trading activity and does not contain company performance metrics or project results that can be compared to global benchmarks or specific comparable companies.

Stakeholder Impact

• Shareholders: May view the executive's sale as a signal, though the 10b5-1 plan mitigates concerns about opportunistic timing. The profitable exercise of options reflects positively on the company's stock performance.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• The Rule 10b5-1 trading plan will continue until its expiration on April 28, 2026, allowing for potential future transactions under its terms.

Key Dates

Keywords

Intuitive Surgical, ISRG, Gary S. Guthart, Insider Trading, Form 4, Stock Options, Share Sale, 10b5-1 Plan, Executive Compensation, Beneficial Ownership