10-K – 2026-02-03 – isrg-20251231.htm

Computation of Net Income per Share
Basic net income per share attributable to Intuitive Surgical, Inc. is computed using the weighted-average number of shares outstanding during the period. Diluted net income per share attributable to Intuitive Surgical, Inc. is computed using the weighted-average number of the Company’s shares and dilutive potential shares outstanding during the period. Dilutive potential shares primarily consist of RSUs, stock options, PSUs, and shares to be purchased by employees under the ESPP.
Employee equity share options, non-vested shares, and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include the dilutive effect of equity awards, which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that the Company has not yet recognized are assumed to be used to repurchase shares.
Research and Development Expenses
Research and development costs are expensed as incurred and include amortization of intangible assets, costs associated with co-development research and development licensing arrangements, costs of prototypes, salaries, benefits and other headcount-related costs, contract and other outside service fees, and facilities and overhead costs.
Foreign Currency and Other Hedging Instruments
For subsidiaries whose local currency is their functional currency, their assets and liabilities are translated into U.S. dollars at exchange rates at the balance sheet date, and revenues and expenses are translated using exchange rates in effect during the period. Gains and losses from foreign currency translation are included in accumulated other comprehensive income (loss) within stockholders’ equity in the Consolidated Balance Sheets. For all non-functional currency monetary account balances, the re-measurement of such balances to the functional currency results in either a foreign exchange gain or loss, which is recorded to interest and other income, net in the Consolidated Statements of Income in the same accounting period that the re-measurement occurred.
The Company uses derivatives to partially offset its business exposure to foreign currency exchange risk. The terms of the Company’s derivative contracts are generally thirteen months or shorter. The Company typically hedges portions of its forecasted foreign currency exposure associated with revenue and expenses. The Company may also enter into foreign currency forward contracts to offset the foreign currency exchange gains and losses generated by the re-measurement of certain assets and liabilities denominated in non-functional currencies. The hedging program is not designated for trading or speculative purposes.
The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedging or non-hedging instruments. The Company records all derivatives on the Consolidated Balance Sheets at fair value. The effective portions of cash flow hedges are recorded in other comprehensive income (loss) (“OCI”) until the hedged item is recognized in earnings. Derivative instruments designated as cash flow hedges are de-designated as hedges when it is probable that the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Gains and losses in OCI associated with such derivative instruments are reclassified immediately into earnings through interest and other income, net. Any subsequent changes in the fair value of such derivative instruments also are reflected in current earnings. Derivatives that are not designated as hedging instruments and the ineffective portions of cash flow hedges are adjusted to fair value through earnings in interest and other income, net.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established or adjusted, as necessary, to reflect the amount of deferred tax assets that are more likely than not to be realized in the future.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company includes interest and penalties on unrecognized tax benefits as a component of its income tax expense.
The Company recognizes excess tax benefits and tax deficiencies in the provision for income taxes as discrete items in the period when the awards vest or are settled. The Company accounts for Global Intangible Low-Taxed Income (“GILTI”) as period costs when incurred.
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Legal Contingencies
From time to time, the Company is involved in legal proceedings involving product liability, intellectual property, shareholder derivative actions, securities class actions, employees, and other matters. A liability and related charge are recorded to earnings in the Company’s Consolidated Financial Statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each period and is based on all available information, including discussion with any outside legal counsel that represents the Company. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the Notes to the Consolidated Financial Statements. The Company expenses legal fees as incurred.
When determining the estimated probable loss or range of losses, significant judgment is required to be exercised in order to estimate the amount and timing of the loss to be recorded. Estimates of probable losses resulting from litigation are inherently difficult to make, particularly when the matters are in early procedural stages with incomplete facts and information. The final outcome of legal proceedings is dependent on many variables that are difficult to predict and, therefore, the ultimate cost to entirely resolve such matters may be materially different than the amount of current estimates. Consequently, new information or changes in judgments and estimates could have a material adverse effect on the Company’s business, financial condition, and results of operations or cash flows.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The Company adopted ASU 2023-09 during the fourth quarter of 2025 on a prospective basis. The standard did not have a material impact on the Company’s Financial Statements. Refer to Note 11 for more information.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual period. The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”), which refines the scope of derivative accounting and clarifies the guidance on share-based payments from a customer in revenue arrangements. ASU 2025-07 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) , which provides a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025. The Company does not expect this standard to have a material impact on its consolidated financial statements and related disclosures.
The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company’s Consolidated Financial Statements.
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NOTE 3.     FINANCIAL INSTRUMENTS
Cash, Cash Equivalents, and Investments
The following tables summarize the Company’s cash and available-for-sale debt securities’ amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit loss, and fair value by significant investment category reported as cash and cash equivalents, short-term investments, or long-term investments as of December 31, 2025, and 2024 (in millions):

Reported as:
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Allowance for Credit Loss Fair
Value Cash and
Cash
Equivalents Short-term
Investments Long-term
Investments
December 31, 2025
Cash $ 514.9   $ —  $ —  $ —  $ 514.9   $ 514.9   $ —  $ — 
Level 1:
Money market funds 2,287.0   —  —  —  2,287.0   2,287.0   —   —  
U.S. treasuries 5,694.3   39.0   ( 0.9 ) —   5,732.4   565.1   2,345.5   2,821.8  
Subtotal 7,981.3   39.0   ( 0.9 ) —   8,019.4   2,852.1   2,345.5   2,821.8  
Level 2:

Corporate debt securities 167.8   —   ( 0.7 ) ( 0.1 ) 167.0   1.0   78.4   87.6  
U.S. government agencies 330.6   2.3   ( 0.1 ) —   332.8   —   143.0   189.8  

Subtotal 498.4   2.3   ( 0.8 ) ( 0.1 ) 499.8   1.0   221.4   277.4  

Total assets measured at fair value $ 8,994.6   $ 41.3   $ ( 1.7 ) $ ( 0.1 ) $ 9,034.1   $ 3,368.0   $ 2,566.9   $ 3,099.2  

Reported as:
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Allowance for Credit Loss Fair
Value Cash and
Cash
Equivalents Short-term
Investments Long-term
Investments
December 31, 2024
Cash $ 479.4   $ —  $ —  $ —  $ 479.4   $ 479.4   $ —  $ — 
Level 1:
Money market funds 1,516.1   —  —  —  1,516.1   1,516.1   —   —  
U.S. treasuries 6,011.5   13.2   ( 27.5 ) —   5,997.2   31.9   1,637.4   4,327.9  
Subtotal 7,527.6   13.2   ( 27.5 ) —   7,513.3   1,548.0   1,637.4   4,327.9  
Level 2:

Corporate debt securities 287.5   0.1   ( 3.7 ) ( 0.1 ) 283.8   —   189.7   94.1  
U.S. government agencies 552.2   1.5   ( 2.4 ) —   551.3   —   154.2   397.1  

Municipal securities 4.7   —   ( 0.1 ) —   4.6   —   4.6   —  
Subtotal 844.4   1.6   ( 6.2 ) ( 0.1 ) 839.7   —   348.5   491.2  

Total assets measured at fair value $ 8,851.4   $ 14.8   $ ( 33.7 ) $ ( 0.1 ) $ 8,832.4   $ 2,027.4   $ 1,985.9   $ 4,819.1  

The following table summarizes the contractual maturities of the Company’s cash equivalents and available-for-sale debt securities (excluding money market funds), as of December 31, 2025 (in millions):

Amortized
Cost Fair
Value
Mature in less than one year $ 3,126.0   $ 3,133.0  
Mature in one to five years 3,066.7   3,099.2  
Total $ 6,192.7   $ 6,232.2  

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Actual maturities may differ from contractual maturities, because certain borrowers have the right to call or prepay certain obligations. Gross realized gains and losses recognized on the sale of investments were immaterial for the years ended December 31, 2025, and 2024.
The following tables present the breakdown of the available-for-sale debt securities with unrealized losses as of December 31, 2025, and 2024 (in millions):

  Unrealized losses less
than 12 months Unrealized losses 12
months or greater Total
December 31, 2025 Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses Fair
Value Unrealized
Losses
U.S. treasuries $ 298.0   $ ( 0.3 ) $ 164.4   $ ( 0.6 ) $ 462.4   $ ( 0.9 )

Corporate debt securities 44.5   —   73.6   ( 0.7 ) 118.1   ( 0.7 )
U.S. government agencies —   —   29.2   ( 0.1 ) 29.2   ( 0.1 )

Total $ 342.5   $ ( 0.3 ) $ 267.2   $ ( 1.4 ) $ 609.7   $ ( 1.7 )

December 31, 2024            
U.S. treasuries $ 2,744.4   $ ( 23.3 ) $ 190.1   $ ( 4.2 ) $ 2,934.5   $ ( 27.5 )

Corporate debt securities —   —   218.7   ( 3.7 ) 218.7   ( 3.7 )
U.S. government agencies 178.1   ( 1.2 ) 106.7   ( 1.2 ) 284.8   ( 2.4 )
Municipal securities —   —   4.6   ( 0.1 ) 4.6   ( 0.1 )
Total $ 2,922.5   $ ( 24.5 ) $ 520.1   $ ( 9.2 ) $ 3,442.6   $ ( 33.7 )

The current unrealized losses on the Company’s available-for-sale debt securities were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. As of December 31, 2025, the Company does not intend to sell the investments in unrealized loss positions, and it is not more-likely-than-not that the Company will be required to sell any of the investments before recovery of their amortized cost basis, which may be at maturity. Therefore, the Company does not expect to realize any losses on these available-for-sale debt securities. Additional factors considered in determining the treatment of unrealized losses include the financial condition and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, and the expected cash flows from the security.
Equity Investments
The following table is a summary of the activity related to equity investments (in millions):

Reported as:
December 31, 2024
Carrying Value
Changes in Fair Value (1)
Purchases / Sales / Other (2)
December 31, 2025
Carrying Value
Prepaids and other current assets Intangible and other assets, net

Equity investments without readily determinable fair value
$ 84.6   $ ( 2.0 ) $ 39.1   $ 121.7   $ —   $ 121.7  

(1) Recorded in interest and other income, net.

(2) Other includes foreign currency translation gains/(losses).

During 2025, the Company did not hold any equity investments with readily determinable fair values.
During 2025, for equity investments without readily determinable fair value, the Company recognized a net decrease in fair value of $ 2.0 million primarily due to impairments and net decreases in observable price changes for certain equity investments, partially offset by a gain from the sale of an equity investment, which were reflected in interest and other income, net.
Foreign Currency Derivatives
The objective of the Company’s hedging program is to mitigate the impact of changes in currency exchange rates on net cash flow from foreign currency-denominated sales, expenses, intercompany balances, and other monetary assets or liabilities denominated in currencies other than the U.S. dollar (“USD”). The terms of the Company’s derivative contracts are generally thirteen months or shorter. The derivative assets and liabilities are measured using Level 2 fair value inputs.
Cash Flow Hedges. The Company enters into currency forward contracts as cash flow hedges to hedge certain forecasted revenue transactions denominated in currencies other than the USD, primarily the Euro (“EUR”), the British Pound (“GBP”),
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the Japanese Yen (“JPY”), the Korean Won (“KRW”), the New Taiwan Dollar (“TWD”), the Canadian Dollar (“CAD”), and the Indian Rupee (“INR”). The Company also enters into currency forward contracts as cash flow hedges to hedge certain forecasted expense transactions denominated in EUR and the Swiss Franc (“CHF”).
For these derivatives, the Company reports the unrealized after-tax gain or loss from the hedge as a component of accumulated other comprehensive income (loss) in stockholders’ equity and reclassifies the amount into earnings in the same period in which the hedged transaction affects earnings. The amounts reclassified to revenue and expenses related to the hedged transactions and the ineffective portions of cash flow hedges were not material for the periods presented.
Other Derivatives Not Designated as Hedging Instruments. Other derivatives not designated as hedging instruments consist primarily of forward contracts that the Company uses to hedge intercompany balances and other monetary assets or liabilities denominated in currencies other than the USD, primarily the EUR, GBP, JPY, KRW, CHF, TWD, INR, and the Chinese Yuan (“CNY”).
These derivative instruments are used to hedge against balance sheet foreign currency exposures. The related gains and losses were as follows (in millions):

Year Ended December 31,

2025 2024 2023
Recognized gains (losses) in interest and other income, net $ ( 5.5 ) $ 43.2   $ 4.8  
Foreign exchange losses related to balance sheet re-measurement $ ( 7.5 ) $ ( 45.9 ) $ ( 8.5 )

The notional amounts for derivative instruments provide one measure of the transaction volume. Total gross notional amounts (in USD) for outstanding derivatives and the aggregate gross fair value at the end of each period were as follows (in millions):

Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments
December 31,
2025 December 31,
2024 December 31,
2025 December 31,
2024
Notional amounts:
Forward contracts $ 535.5   $ 382.2   $ 798.7   $ 693.5  
Gross fair value recorded in:
Prepaids and other current assets $ 8.8   $ 14.9   $ 10.7   $ 13.0  
Other accrued liabilities $ 4.1   $ 2.1   $ 6.6   $ 2.4  

NOTE 4.     CONSOLIDATED FINANCIAL STATEMENT DETAILS
Balance Sheet Details
The following tables provide details of selected consolidated financial statement items (in millions):

  December 31,
Accounts receivable, net 2025 2024
Trade accounts receivable, net $ 1,357.7   $ 1,117.2  

Unbilled accounts receivable and other 196.3   138.7  
Sales returns and allowances ( 26.7 ) ( 30.5 )
Total accounts receivable, net $ 1,527.3   $ 1,225.4  

  December 31,
Inventory 2025 2024
Raw materials $ 561.1   $ 563.9  
Work-in-process 287.9   205.7  
Finished goods 991.0   717.6  
Total inventory $ 1,840.0   $ 1,487.2  

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December 31,
Prepaids and other current assets 2025 2024
Net investment in sales-type leases – short-term $ 100.9   $ 131.4  

Other prepaids and other current assets 376.4   253.7  
Total prepaids and other current assets $ 477.3   $ 385.1  

  December 31,
Property, plant, and equipment, net 2025 2024
Land $ 479.7   $ 476.4  
Building and building/leasehold improvements 2,833.9   1,486.3  
Machinery and equipment 1,023.6   886.3  
Operating lease assets – Intuitive System Leasing 2,096.6   1,579.1  
Computer and office equipment 247.7   184.5  
Capitalized software 299.3   283.7  
Construction-in-process 638.1   1,631.6  
Gross property, plant, and equipment 7,618.9   6,527.9  
Less: Accumulated depreciation* ( 2,276.5 ) ( 1,881.3 )
Total property, plant, and equipment, net $ 5,342.4   $ 4,646.6  
*Accumulated depreciation associated with operating lease assets – Intuitive System Leasing $ ( 725.2 ) $ ( 574.5 )

  December 31,
Other accrued liabilities – short-term 2025 2024
Income and other taxes payable $ 125.4   $ 154.4  
Accrued construction-related capital expenditures 58.3   57.2  

Other accrued liabilities 412.3   335.9  
Total other accrued liabilities – short-term $ 596.0   $ 547.5  

  December 31,
Other long-term liabilities 2025 2024
Income taxes – long-term $ 193.6   $ 239.0  
Deferred revenue – long-term 91.4   54.1  
Other long-term liabilities 225.8   175.2  
Total other long-term liabilities $ 510.8   $ 468.3  

Supplemental Cash Flow Information
The following table provides details of income taxes paid and supplemental non-cash investing and financing activities (in millions):

Year Ended December 31,

2025 2024 2023
Income taxes paid, net $ 537.9   $ 466.5   $ 447.8  

Supplemental non-cash investing and financing activities:
Equipment transfers, including operating lease assets, from inventory to property, plant, and equipment $ 808.9   $ 614.9   $ 422.4  

Acquisition of property, plant, and equipment in accounts payable and accrued liabilities $ 70.6   $ 77.2   $ 153.7  

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Restricted Cash
The following table provides details of total cash, cash equivalents, and restricted cash as of the periods presented (in millions):

As of
December 31,
2025 December 31,
2024
Cash and cash equivalents
$ 3,368.0   $ 2,027.4  

Restricted cash within other current assets
24.4   20.0  
Restricted cash within other assets
15.0   15.0  
Total cash, cash equivalents, and restricted cash
$ 3,407.4   $ 2,062.4  

NOTE 5.     REVENUE
Revenue from external customers is attributed to individual countries based on customer location. The following table presents revenue disaggregated by geography and type (in millions):

Year Ended December 31,

U.S. 2025 2024 2023
Instruments and accessories $ 4,203.4   $ 3,626.4   $ 3,059.8  
Systems 1,581.8   1,122.6   865.5  
Services 1,030.6   840.4   763.3  
Total U.S. revenue $ 6,815.8   $ 5,589.4   $ 4,688.6  

OUS

Instruments and accessories $ 1,815.5   $ 1,452.6   $ 1,216.8  
Systems 891.9   843.4   814.2  
Services 541.5   466.7   404.5  
Total OUS revenue $ 3,248.9   $ 2,762.7   $ 2,435.5  

Total
Instruments and accessories $ 6,018.9   $ 5,079.0   $ 4,276.6  
Systems 2,473.7   1,966.0   1,679.7  
Services 1,572.1   1,307.1   1,167.8  
Total revenue $ 10,064.7   $ 8,352.1   $ 7,124.1  

Remaining Performance Obligations
The transaction price allocated to remaining performance obligations relates to amounts allocated to products and services for which revenue has not yet been recognized. A significant portion of these performance obligations relate to service obligations in the Company’s system sale and lease arrangements that will be satisfied and recognized as revenue in future periods. The transaction price allocated to the remaining performance obligations was $ 3.0  billion as of December 31, 2025. The remaining performance obligations are expected to be satisfied over the term of the system sale, lease, and service arrangements. Approximately half of the remaining performance obligations are expected to be recognized in the next 12 months with the remainder recognized thereafter over the term of the system sale, lease, and service arrangements, which are generally up to 5 years.
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Contract Assets and Liabilities
The following information summarizes the Company’s contract assets and liabilities (in millions):

December 31,
2025 2024
Contract assets $ 15.3   $ 13.9  
Deferred revenue $ 598.1   $ 522.9  

Contract assets for the periods presented primarily represent the difference between the revenue that was recognized based on the relative standalone selling price of the related performance obligations satisfied and the contractual billing terms in the arrangements. The Company did not have significant impairment losses on its contract assets for any of the periods presented.
The Company invoices its customers based on the billing schedules in its sales arrangements. Payments are generally due 30 to 60 days from the date of invoice.
Deferred revenue for the periods presented primarily relates to service contracts where the service fees are billed up-front, generally quarterly or annually, prior to those services having been performed. The associated deferred revenue is generally recognized over the term of the service period.
During the year ended December 31, 2025, the Company recognized $ 459  million of revenue that was included in the deferred revenue balance as of December 31, 2024. During the year ended December 31, 2024, the Company recognized $ 422 million of revenue that was included in the deferred revenue balance as of December 31, 2023.
Intuitive System Leasing
The following table presents product revenue from Intuitive System Leasing arrangements (in millions):

Year Ended December 31,

2025 2024 2023
Sales-type lease revenue $ 97.3   $ 163.1   $ 78.4  
Operating lease revenue* $ 874.3   $ 654.2   $ 500.5  

*Variable lease revenue related to usage-based arrangements included within operating lease revenue
$ 530.9   $ 338.4   $ 216.5  

NOTE 6.     LEASES
Lessor Information related to Intuitive System Leasing
Sales-type Leases. Lease receivables relating to sales-type lease arrangements are presented on the Consolidated Balance Sheets as follows (in millions):

December 31,
2025 2024
Gross lease receivables $ 317.5   $ 393.4  
Unearned income ( 14.7 ) ( 13.9 )
Subtotal 302.8   379.5  
Allowance for credit loss ( 2.6 ) ( 2.6 )
Net investment in sales-type leases $ 300.2   $ 376.9  

Reported as:
Prepaids and other current assets $ 100.9   $ 131.4  
Intangible and other assets, net 199.3   245.5  
Net investment in sales-type leases $ 300.2   $ 376.9  

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Contractual maturities of gross lease receivables as of December 31, 2025, are as follows (in millions):

Fiscal Year Amount
2026 $ 111.9  
2027 90.6  
2028 58.8  
2029 38.9  
2030 12.4  
2031 and thereafter 4.9  
Total $ 317.5  

Operating Leases. The Company’s fixed-payment or usage-based operating lease terms are generally less than seven years . Future lease payments (excluding non-lease elements and contingent payments related to usage-based arrangements) related to the non-cancellable portion of operating leases as of December 31, 2025, are as follows (in millions):

Fiscal Year Amount
2026 $ 326.1  
2027 269.7  
2028 208.6  
2029 151.1  
2030 83.5  
2031 and thereafter 61.9  
Total $ 1,100.9  

Lessee Information
The Company enters into operating leases primarily for real estate, automobiles, and certain equipment. Operating lease expense was $ 40.9  million, $ 33.9  million, and $ 26.8  million for the years ended December 31, 2025, 2024, and 2023, respectively. For leases with terms of 12 months or less, the related expense was immaterial for each of the years ended December 31, 2025, 2024, and 2023.
Supplemental cash flow information for the years ended December 31, 2025, 2024, and 2023 related to operating leases was as follows (in millions):

Year Ended December 31,

2025 2024 2023
Cash paid for leases that were included within operating cash outflows $ 40.6   $ 33.2   $ 30.2  
Right-of-use assets recognized related to new lease obligations $ 46.2   $ 88.6   $ 27.8  

Supplemental balance sheet information related to operating leases, as of December 31, 2025, and 2024, was as follows (in millions, except lease term and discount rate):

December 31,
2025 2024
Intangible and other assets, net (Right-of-use assets) $ 150.8   $ 136.4  

Other accrued liabilities $ 39.0   $ 33.5  
Other long-term liabilities 131.9   112.5  
Total lease liabilities $ 170.9   $ 146.0  

Weighted-average remaining lease term 6.0 years 5.2 years
Weighted-average discount rate 4.6 % 4.4 %

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As of December 31, 2025, the future payments related to the Company’s operating lease liabilities are scheduled as follows (in millions):

Fiscal Year Amount
2026 $ 44.5  
2027 35.3  
2028 33.7  
2029 25.5  
2030 15.2  
2031 and thereafter 45.0  
Total lease payments 199.2  
Less: imputed interest ( 28.3 )
Total operating lease liabilities $ 170.9  

NOTE 7.     GOODWILL AND INTANGIBLE ASSETS
Acquisitions
In November 2025, Intuitive acquired a company that develops integrated robotics and artificial intelligence solutions to improve the accuracy, efficiency, and accessibility of tissue assessment during biopsy procedures at the point of care. The total purchase consideration for the acquisition was not material.
There were no material acquisitions in 2024 or 2023.
Pending Acquisitions
On January 21, 2025, the Company announced that it has entered into a definitive agreement with the current Intuitive technology distributors ab medica, Abex, Excelencia Robotica, and their affiliates to acquire the da Vinci and Ion distribution businesses in Italy, Spain, Portugal, Malta, and San Marino, and associated territories. The transaction consists of an upfront cash payment of approximately € 319 million, subject to certain closing adjustments. The Company expects to complete the transaction in the first half of 2026, subject to applicable regulatory approvals and customary closing conditions.
Goodwill
The following table summarizes the changes in the carrying amount of goodwill (in millions):

Amount
Balance as of December 31, 2023
$ 348.7  
Acquisition activity —  
Translation and other ( 1.2 )
Balance as of December 31, 2024
347.5  
Acquisition activity 22.3  
Translation and other 0.5  
Balance as of December 31, 2025
$ 370.3  

The Company completed its annual goodwill impairment test and determined that no impairment existed. As of December 31, 2025, there has been no impairment of goodwill.
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Intangible Assets
The following table summarizes the components of gross intangible asset, accumulated amortization, and net intangible asset balances as of December 31, 2025, and 2024 (in millions):

December 31, 2025 December 31, 2024
Gross Carrying Amount Accumulated Amortization Net
Carrying
Amount Gross Carrying Amount Accumulated Amortization Net
Carrying
Amount
Patents and developed technology $ 192.8   $ ( 182.8 ) $ 10.0   $ 203.3   $ ( 185.4 ) $ 17.9  
Customer relationships 28.2   ( 27.1 ) 1.1   27.3   ( 22.3 ) 5.0  
Distribution rights and others —   —   —   1.2   ( 1.1 ) 0.1  
Total definite-lived intangible assets
$ 221.0   $ ( 209.9 ) $ 11.1   $ 231.8   $ ( 208.8 ) $ 23.0  
In-process R&D
6.0   —  6.0   —   —  —  
Total intangible assets
$ 227.0   $ ( 209.9 ) $ 17.1   $ 231.8   $ ( 208.8 ) $ 23.0  

Amortization expense related to intangible assets was $ 13.2 million, $ 16.7 million, and $ 20.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The estimated future amortization expense related to intangible assets as of December 31, 2025, is as follows (in millions):

Fiscal Year Amount
2026 $ 5.7  
2027 3.0  
2028 1.4  
2029 0.6  
2030 0.4  

Total $ 11.1  

The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, measurement period adjustments to intangible assets, changes in foreign currency exchange rates, impairments of intangible assets, accelerated amortization of intangible assets, and other events.

NOTE 8.     COMMITMENTS AND CONTINGENCIES
Commitments
As of December 31, 2025, the Company’s commitments include an estimated amount of approximately $ 2.53  billion relating to the Company’s open purchase orders and contractual obligations that occur in the ordinary course of business, including commitments with contract manufacturers and suppliers for which the Company has not received the goods or services, commitments for capital expenditures and construction-related activities for which the Company has not received the services, and acquisition and licensing of intellectual property. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on its business needs prior to the delivery of goods or performance of services. Additionally, the Company has committed to making certain future milestone payments to third parties as part of licensing, collaboration, and development arrangements. Payments under these arrangements generally become due and payable only upon the achievement of certain specified developmental, regulatory, and/or commercial milestones. For instances in which the achievement of these milestones is neither probable nor reasonably estimable, such contingencies are not included in the estimated amount.
Contingencies
From time to time, the Company is involved in a variety of claims, lawsuits, investigations, and proceedings relating to securities laws, product liability, intellectual property, commercial, insurance, contract disputes, employment, and other matters. Certain of these lawsuits and claims are described in further detail below. It is not possible to predict what the outcome of these matters will be, and the Company cannot guarantee that any resolution will be reached on commercially reasonable terms, if at all.
A liability and related charge to earnings are recorded in the Consolidated Financial Statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each
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accounting period and is based on all available information, including the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to each case. Nevertheless, it is possible that additional future legal costs (including settlements, judgments, legal fees, and other related defense costs) could have a material adverse effect on the Company’s business, financial condition, or future results of operations.
Product Liability Litigation
The Company is currently named as a defendant in a number of individual product liability lawsuits filed in various state and federal courts. The plaintiffs generally allege that they or a family member underwent surgical procedures that utilized the da Vinci surgical system and sustained a variety of personal injuries and, in some cases, death as a result of such surgery.
The cases raise a variety of allegations including, to varying degrees, that plaintiffs’ injuries resulted from purported defects in the da Vinci surgical system and/or failure on the Company’s part to provide adequate training resources to the healthcare professionals who performed plaintiffs’ surgeries. The cases further allege that the Company failed to adequately disclose and/or misrepresented the potential risks and/or benefits of the da Vinci surgical system. Plaintiffs also assert a variety of causes of action, including, for example, strict liability based on purported design defects, negligence, fraud, breach of express and implied warranties, unjust enrichment, and loss of consortium. Plaintiffs seek recovery for alleged personal injuries and, in many cases, punitive damages. The Company disputes these allegations and is defending against these claims.
The Company’s estimate of the anticipated cost of resolving the pending cases is based on negotiations with attorneys for the claimants. The final outcome of the pending lawsuits and claims, and others that might arise, is dependent on many variables that are difficult to predict, and the ultimate cost associated with these product liability lawsuits and claims may be materially different than the amount of the current estimate and accruals and could have a material adverse effect on the Company’s business, financial condition, or future results of operations. Although there is a reasonable possibility that a loss in excess of the amount recognized exists, the Company is unable to estimate the possible loss or range of loss in excess of the amount recognized at this time.
Commercial Litigation
On May 10, 2021, Surgical Instrument Service Company, Inc. (“SIS”) filed a complaint in the Northern District of California Court alleging antitrust claims against the Company relating to EndoWrist service, maintenance, and repair processes. The Court granted in part and denied in part the Company’s Motion to Dismiss, and discovery commenced. The Company filed an answer denying the antitrust allegations and filed counterclaims against SIS. The counterclaims allege that SIS violated the Federal Lanham Act, California’s Unfair Competition Law, and California’s False Advertising Law and that SIS is also liable to the Company for Unfair Competition and Tortious Interference with Contract. The parties filed summary judgment motions, and the Court held a hearing on these motions on September 7, 2023.
On March 31, 2024, the Court granted-in-part and denied-in-part both Intuitive’s and plaintiff’s motions for summary judgment. Trial in this matter commenced on January 6, 2025. On January 28, 2025, after the close of both plaintiff’s and Intuitive’s cases in chief, the Court found in Intuitive’s favor on all of SIS’s antitrust claims and stayed Intuitive’s counterclaims. On February 27, 2025, SIS filed a Notice of Appeal to the Ninth Circuit Court of Appeals. SIS filed its brief on July 23, 2025. The Company filed its response brief on October 29, 2025. SIS filed its reply brief on December 26, 2025. It is anticipated that oral argument will occur in April or May 2026. Based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter.
Three class action complaints were filed against the Company in the Northern District of California Court alleging antitrust allegations relating to the service and repair of certain instruments manufactured by the Company. A complaint by Larkin Community Hospital was filed on May 20, 2021, a complaint by Franciscan Alliance, Inc. and King County Public Hospital District No. 1 was filed on July 6, 2021, and a complaint by Kaleida Health was filed on July 8, 2021. The Court has consolidated the Franciscan Alliance, Inc. and King County Public Hospital District No. 1 and Kaleida Health cases with the Larkin Community Hospital case, which is now captioned on the Larkin docket as “In Re: da Vinci Surgical Robot Antitrust Litigation.” A Consolidated Amended Class Action Complaint has been filed on behalf of each plaintiff named in the earlier-filed cases. On January 14, 2022, Kaleida Health voluntarily dismissed itself as a party to this case. On January 18, 2022, the Company filed an answer against the plaintiffs in this matter, and discovery has commenced.
With regard to this class action case, on September 7, 2023, the Court heard argument on the parties’ respective motions for summary judgment and motions related to expert testimony. On March 31, 2024, the Court granted-in-part and denied-in-part plaintiffs’ motion for summary judgment on certain market definition issues, and denied Intuitive’s motion on the antitrust claims. In denying Intuitive’s motion, the Court declined to decide whether third-party companies were required to obtain 510(k) clearance for their services with respect to EndoWrist instruments, and in the absence of a formal ruling from the FDA on that question denied Intuitive’s motion for summary judgment challenging plaintiffs’ standing on that ground. There were additional rulings on the expert witness issues as well. In the summary judgment order, the Court ruled with plaintiffs that the da Vinci robot and EndoWrist instruments occupy separate product markets for antitrust purposes. The Court also ruled that
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there is an antitrust aftermarket for the repair and replacement of EndoWrist instruments, and that Intuitive holds monopoly power in that aftermarket. The Court denied summary judgment for plaintiffs on the issue of whether soft-tissue surgical robots constitute a relevant antitrust market or are part of a larger market that includes laparoscopic and open surgery for antitrust purposes. On July 30, 2024, the Court granted Intuitive’s motion for reconsideration, vacating those portions of the Court’s March 31, 2024 Order granting summary judgment as to the definition of a U.S. market for EndoWrist instrument repair and replacement and Intuitive’s market power in such a market. On March 31, 2025, the Court granted plaintiff’s motion for class certification. No trial date has been scheduled for this matter. Based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter.
On September 18, 2024, Restore Robotics Repairs (“Restore”) filed a complaint in the United States District Court for the Northern District of Florida alleging antitrust claims against the Company relating to the service and replacement of X/Xi EndoWrist instruments for use with the da Vinci X and Xi surgical systems. On December 9, 2024, Intuitive filed a motion to dismiss to which plaintiff responded by amending its complaint. Intuitive filed a motion to dismiss the first amended complaint on January 31, 2025. Plaintiff filed an opposition to Intuitive’s motion to dismiss on February 14, 2025, and Intuitive filed a reply on March 26, 2025. On November 7, 2025, the Court entered an Order granting Intuitive’s motion to dismiss. Plaintiff filed its notice of appeal to the 11 th Circuit Court of Appeals on November 29, 2025. Restore’s initial brief is due February 11, 2026. Based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter.

NOTE 9.     STOCKHOLDERS’ EQUITY
Stock Repurchase Program
Through December 31, 2025, the Board has authorized an aggregate of $ 13.0  billion of funding for the Company’s common stock Repurchase Program since its establishment in March 2009. The most recent authorization occurred in May 2025, when the Board increased the authorized amount available under the Repurchase Program to $ 4.0  billion, including amounts remaining under previous authorization. As of December 31, 2025, the remaining amount of share repurchases authorized by the Board under the Repurchase Program was approximately $ 1.7 billion.
The following table summarizes stock repurchase activities (in millions, except per share amounts):
  Year Ended December 31,

  2025 2024 2023
Shares repurchased 4.8   —   1.7  
Average price per share $ 477.84   $ —   $ 241.38  
Value of shares repurchased $ 2,300.9   $ —   $ 416.3  

The Company uses the par value method of accounting for its stock repurchases. As a result of share repurchase activities during the years ended December 31, 2025, 2024, and 2023, the Company reduced common stock and additional paid-in capital by an aggregate of $ 63 million, zero , and $ 19 million, respectively, and charged $ 2.2 billion, zero , and $ 0.4 billion, respectively, to retained earnings.
The Company is subject to an excise tax on corporate stock repurchases, which is assessed as one percent of the fair market value of net stock repurchases. As of December 31, 2025, excise tax of $ 5.6 million was accrued for shares repurchased in 2025.
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Accumulated Other Comprehensive Income (Loss), Net of Tax, Attributable to Intuitive Surgical, Inc.
The components of accumulated other comprehensive income (loss), net of tax, attributable to Intuitive Surgical, Inc. are as follows (in millions):

  Year Ended December 31, 2025

  Gains (Losses)
on Hedge
Instruments Unrealized 
Gains (Losses) on
Available-for-Sale Securities Foreign
Currency
Translation
Gains
(Losses) Employee Benefit Plan Losses Total
Beginning balance $ 11.0   $ ( 14.6 ) $ ( 33.1 ) $ ( 14.6 ) $ ( 51.3 )
Other comprehensive income (loss) before reclassifications
( 6.7 ) 44.8   62.6   ( 6.7 ) 94.0  
Amounts reclassified from accumulated other comprehensive income (loss)
( 0.3 ) 0.3   —   0.6   0.6  
Net current-period other comprehensive income (loss) ( 7.0 ) 45.1   62.6   ( 6.1 ) 94.6  
Ending balance $ 4.0   $ 30.5   $ 29.5   $ ( 20.7 ) $ 43.3  

  Year Ended December 31, 2024

Gains (Losses)
on Hedge
Instruments Unrealized
Losses on
Available-for-Sale Securities
Foreign
Currency
Translation
Gains
(Losses) Employee Benefit Plan Gains (Losses) Total
Beginning balance $ ( 2.5 ) $ ( 29.7 ) $ 19.4   $ 0.6   $ ( 12.2 )
Other comprehensive income (loss) before reclassifications
5.7   15.0   ( 52.5 ) ( 14.9 ) ( 46.7 )
Amounts reclassified from accumulated other comprehensive income (loss)
7.8   0.1   —   ( 0.3 ) 7.6  
Net current-period other comprehensive income (loss) 13.5   15.1   ( 52.5 ) ( 15.2 ) ( 39.1 )
Ending balance $ 11.0   $ ( 14.6 ) $ ( 33.1 ) $ ( 14.6 ) $ ( 51.3 )

The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications were as follows (in millions):

  Year Ended December 31,

Available-for-sale securities 2025 2024
Income tax expense for net gains recorded in other comprehensive income (loss)
$ ( 13.3 ) $ ( 4.3 )

The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications for hedge instruments, foreign currency translation gains (losses), and employee benefit plans in 2025 and 2024 were not material to the Company’s Consolidated Financial Statements. The tax impacts for amounts reclassified from accumulated other comprehensive loss relating to hedge instruments, available-for-sale securities, foreign currency translation gains (losses), and employee benefit plans in 2025 and 2024 were not material to the Company’s Consolidated Financial Statements.

NOTE 10.     SHARE-BASED COMPENSATION
Stock Plans
2010 Incentive Award Plan. In April 2010, the Company’s stockholders approved the 2010 Incentive Award Plan (“2010 Plan”). Under this plan, the Company can issue RSUs, nonqualified stock options (“NSOs”), and PSUs to employees, non-employee directors, and consultants. Equity awards granted to employees and non-employee directors include a mix of RSUs, stock options, and, as applicable, PSUs. The 2010 Plan generally permits NSOs to be granted at no less than the fair market value of the common stock on the date of grant. Prior to 2022, NSOs were granted with terms of 10 years from the date of the grant. In January 2022, the Company changed the term of its new NSO grants to 7 years from the date of the grant. In May 2025, the Company’s shareholders approved an amended and restated 2010 Incentive Award Plan to provide for an increase in the number of shares of common stock reserved for issuance thereunder from 115,350,000 to 120,350,000 . The 2010 Plan expires in 2035.
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As of December 31, 2025, approximately 22.1 million shares were reserved for future issuance under the 2010 Plan. A maximum of approximately 9.6 million of these shares can be awarded as RSUs.
2009 Employment Commencement Incentive Plan. In October 2009, the Board adopted the 2009 Employment Commencement Incentive Plan (“New Hire Plan”). In April 2015, the Board of Directors amended and restated the New Hire Plan to provide for an increase in the number of shares of common stock authorized for issuance pursuant to awards granted under the New Hire Plan from 10,395,000 to 13,095,000 . The New Hire Plan expired in October 2019 and, therefore, there are no shares reserved for future grants under the New Hire Plan. However, awards granted prior to the plan’s expiration continue to remain outstanding until their original expiration date.
The New Hire Plan provided for the shares to be used exclusively for the grant of RSUs and NSOs to new employees (“New Hire Options”), who were not previously employees or non-employee directors of the Company. Prior to expiration of the plan, options were granted at an exercise price not less than the fair market value of the stock on the date of grant with a term not to exceed 10 years.
Restricted Stock Units. The RSUs granted to employees vest in one-fourth increments annually over a four-year period. The RSUs granted to existing non-employee directors vest one year from the date of grant or at the next Annual Shareholders Meeting, whichever comes first. New non-employee directors receive pro-rated RSU grants that vest on the same term as the annual RSU grants. The number of shares issued on the date the RSUs vest is net of the minimum statutory tax withholdings, which are paid in cash to the appropriate taxing authorities on behalf of the Company’s employees.
Nonqualified Stock Options. From 2020 to 2022, annual NSO grants were made to employees on the last business day of February and on the same date in August or, if that date is not a business day, the next business day. In 2023, the Company changed the timing of its bi-annual NSO grants to the last trading day of February and August 10 or, if that date is not a trading day, the next trading day.
The February NSO grants vest 1/8 upon completion of 6 months of service and 1/48 per month thereafter for all grants prior to 2023 and vest 1/8 on August 10 and 1/48 per month thereafter for grants in 2023. All August NSO grants vest 7/48 at the end of one month and 1/48 per month thereafter through a 3.5-year vesting period. NSOs granted to new hires generally vest 1/4 upon completion of one year of service and 1/48 per month thereafter. NSOs granted to existing non-employee directors vest one year from the date of grant or at the next Annual Shareholders Meeting, whichever comes first. Option vesting terms are determined by the Board and, in the future, may vary from past practices.
Performance Stock Units. The PSUs granted to officers and other key employees are subject to three-year cliff vesting and pre-established, quantitative goals. Whether any PSUs vest, and the amount that do vest, is tied to completion of service over three years and the achievement of three equally-weighted, quantitative goals that directly align with or help drive the Company’s strategy and long-term total shareholder return.
2000 Non-Employee Directors’ Stock Option Plan. In March 2000, the Board adopted the 2000 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”). In October 2009, the automatic evergreen increase provisions were eliminated so that no further automatic increases would be made to the number of shares reserved for issuance under the Directors’ Plan. In addition, the common stock authorized for issuance under the Directors’ Plan was reduced to 1,350,000 . The Directors’ Plan was terminated in November 2020 and, therefore, there are no shares reserved for future grants under the Directors’ Plan. However, options granted prior to the plan’s termination continue to remain outstanding until their original expiration date. Prior to termination, options were granted at an exercise price not less than the fair market value of the stock on the date of grant with a term not to exceed 10 years. Prior to 2016, initial stock option grants to new non-employee directors vested over a three-year period with 1/3 of the shares vesting after one year from the date of grant and 1/36 of the shares vesting monthly thereafter. Annual stock option grants vested one year from the date of the grant. From 2016 until termination of the Directors’ Plan, new non-employee directors received pro-rated stock option grants that vested on the same term as the annual stock option grants.
2000 Employee Stock Purchase Plan. In March 2000, the Board adopted the ESPP. Employees are generally eligible to participate in the ESPP if they are customarily employed by the Company for more than 20 hours per week and more than 5 months in a calendar year and are not 5 % stockholders of the Company. Under the ESPP, eligible employees may select a rate of payroll deduction up to 15 % of their eligible compensation subject to certain maximum purchase limitations. The duration for each offering period is 24 months and is divided into four purchase periods of approximately six months in length. Offerings are concurrent. The purchase price of the shares under the offering is the lesser of 85 % of the fair market value of the shares on the offering date or 85 % of the fair market value of the shares on the purchase date. A two-year look-back feature in the ESPP causes the offering period to reset if the fair value of the Company’s common stock on the first or last day of the purchase period is less than that on the original offering date. ESPP purchases by employees are settled with newly-issued common stock from the ESPP’s previously authorized and available pool of shares. In April 2024, the Company’s stockholders approved an amended and restated ESPP to provide for an increase in the number of shares of common stock reserved for issuance
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from  22,770,945 to 26,770,945 . As of December 31, 2025, there were approximately 4.9 million share s reserved for future issuance under the ESPP.
Restricted Stock Units
RSU activity for the year ended December 31, 2025, was as follows (in millions, except per share amounts):

 
Shares Weighted-Average
Grant Date Fair Value Per Share
Unvested balance as of December 31, 2024
5.2   $ 314.39  
Granted 1.7   $ 569.90  
Vested ( 1.9 ) $ 296.23  
Forfeited ( 0.3 ) $ 371.69  
Unvested balance as of December 31, 2025
4.7   $ 412.46  

As of December 31, 2025, 4.4 million shares underlying RSUs were expected to vest with an aggregate intrinsic value of $ 2.49 billion. The aggregate vesting date fair value of RSUs vested, excluding PSUs vested, was $ 1.09 billion, $ 0.73 billion , and $ 0.45 billion during the years ended December 31, 2025, 2024, and 2023, respectively.
Stock Options
NSO activity for the year ended December 31, 2025, was as follows (in millions, except per share amounts):

  Stock Options Outstanding
  Number
Outstanding Weighted-Average Exercise Price Per Share
Balance as of December 31, 2024
7.1   $ 192.90  
Options granted —   $ —  
Options exercised ( 1.6 ) $ 139.46  
Options forfeited/expired ( 0.1 ) $ 244.38  
Balance as of December 31, 2025
5.4   $ 208.18  

The aggregate intrinsic value of stock options exercised under the Company’s stock plans determined as of the date of option exercise was $ 640 million, $ 789 million, and $ 476 million during the years ended December 31, 2025, 2024, and 2023, respectively. Cash received from stock option exercises for the years ended December 31, 2025, 2024, and 2023, was $ 223 million, $ 315 million, and $ 192 million, respectively. The income tax benefit from stock options exercised was $ 141 million for the year ended December 31, 2025.
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The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2025 (number of shares and aggregate intrinsic value in millions):

  Options Outstanding Options Exercisable
Range of
Exercise Prices Number
of Shares Weighted-Average
Remaining
Contractual Life Weighted-Average
Exercise Price
Per Share Aggregate
Intrinsic
Value (1) Number
of Shares Weighted-Average
Remaining
Contractual Life Weighted-Average
Exercise Price
Per Share Aggregate
Intrinsic
Value (1)
$ 59.46 -$ 85.24
0.6   0.7 $ 73.86   0.6   $ 73.86  
$ 90.49 -$ 161.78
0.5   1.9 $ 125.35   0.5   $ 125.35  
$ 163.77 -$ 174.26
0.7   3.2 $ 169.71   0.7   $ 169.71  
$ 175.53 -$ 182.83
0.7   3.6 $ 179.99   0.7   $ 179.99  
$ 182.90 -$ 229.39
1.0   3.9 $ 217.52   0.8   $ 215.34  
$ 235.20 -$ 245.60
0.6   4.9 $ 243.90   0.6   $ 243.90  
$ 249.83 -$ 304.67
1.0   4.1 $ 296.62   0.8   $ 295.21  
$ 313.64 -$ 340.27
—   4.4 $ 317.41   —   $ 317.25  
$ 341.16 -$ 341.16
—   5.7 $ 341.16   —   $ 341.16  
$ 347.42 -$ 347.42
0.3   5.6 $ 347.42   0.3   $ 347.42  

Total 5.4   3.5 $ 208.18   $ 1,941   5.0   3.4 $ 203.69   $ 1,822  

(1) The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $ 566.36 as of December 31, 2025, which would have been received by the option holders had all in-the-money option holders exercised their options as of that date.
As of December 31, 2025, a total of 5.4 million shares underlying stock options vested and expected to vest had a weighted-average remaining contractual life of 3.5 years, an aggregate intrinsic value of $ 1.94 billion, and a weighted-average exercise price per share of $ 208.02 .
Performance Stock Units
As of December 31, 2025, the Company has three types of active PSU awards: the 2025 PSU awards, the 2024 PSU awards, and the 2023 PSU awards. The 2025 PSU award metrics are focused on relative average adjusted operating margin percentage over the performance period compared to a peer group, da Vinci and Ion procedure growth in 2026 compared to 2024, and da Vinci and Ion procedure growth in 2027 compared to 2024. The 2024 PSU award metrics are focused on relative total shareholder return (“TSR”), da Vinci and Ion procedure growth in 2025 compared to 2023, and da Vinci and Ion procedure growth in 2026 compared to 2023. The 2023 PSU award metrics are focused on relative TSR, da Vinci and Ion procedure growth in 2024 compared to 2022, and da Vinci and Ion procedure growth in 2025 compared to 2022.
The TSR metric is considered a market condition, and the expense is determined at the grant date. The procedure growth and relative average adjusted operating margin percentage metrics are considered performance conditions, and the expense is recorded based on the forecasted performance, which is reassessed each reporting period based on the probability of achieving the performance conditions. The number of shares earned at the end of the three-year period will vary, based on actual performance, from 0 % to 125 % of the target number of PSUs granted. PSUs are subject to forfeiture if employment terminates prior to the vesting date. PSUs are not considered issued or outstanding shares of the Company.
The Company calculates the fair value for each component of the PSUs individually. The fair value for the component with the TSR metric was determined using Monte Carlo simulation. The fair value per share for the components with the procedure growth and relative average adjusted operating margin percentage metrics is equal to the closing stock price on the grant date.
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PSU activity for the year ended December 31, 2025, was as follows (in millions, except per share amounts):

 
Shares Weighted-Average
Grant Date Fair Value Per Share
Unvested balance as of December 31, 2024
0.3   $ 306.94  
Granted 0.1   $ 575.73  
Vested ( 0.1 ) $ 294.89  
Performance change —   $ 268.39  
Forfeited —   $ 366.96  
Unvested balance as of December 31, 2025
0.3   $ 374.67  

As of December 31, 2025, 0.3  million shares underlying PSUs were expected to vest with an aggregate intrinsic value of $ 175  million. The aggregate vesting date fair value of PSUs vested was $ 46 million during the year ended December 31, 2025 and $ 4 million during the year ended December 31, 2024. No PSUs vested in 2023.
Employee Stock Purchase Plan
Under the ESPP, employees purchased approximately 0.4 million , 0.6 million, and 0.5 million shares , representing a pproximately $ 130 million , $ 115 million , and $ 105 million in employee contributions for the years ended December 31, 2025, 2024, and 2023, respectively.
Share-Based Compensation Expense
The following table summarizes share-based compensation expense (in millions):

  Year Ended December 31,

  2025 2024 2023

Cost of revenue—product $ 120.7   $ 98.5   $ 83.4  
Cost of revenue—service 34.5   30.5   28.2  
Total cost of revenue 155.2   129.0   111.6  
Selling, general and administrative 346.5   304.5   274.8  
Research and development 301.1   254.6   211.8  
Share-based compensation expense before income taxes 802.8   688.1   598.2  
Income tax benefit 161.3   138.3   117.4  
Share-based compensation expense after income taxes $ 641.5   $ 549.8   $ 480.8  

During the years ended December 31, 2025, 2024, and 2023, stock-based compensation expense capitalized to our Consolidated Balance Sheets was $ 126.8 million, $ 98.9 million, and $ 84.3 million, respectively.
The Black-Scholes-Merton option-pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans and the rights to acquire stock granted under the ESPP. The weighted-average estimated fair values of stock options and the rights to acquire stock under the ESPP, as well as the weighted-average
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assumptions used in calculating the fair values of stock options and the rights to acquire stock under the ESPP that were granted during the years ended December 31, 2025, 2024, and 2023, were as follows:

  Year Ended December 31,

2025 2024 2023
RSUs
Fair value at grant date $ 569.90 $ 392.89 $ 237.37
STOCK OPTIONS
Risk-free interest rate — — 4.6 %
Expected term (in years) — — 3.2
Expected volatility — — 33 %
Fair value at grant date — — $ 77.45
PSUs
Fair value at grant date $ 575.73 $ 395.92 $ 240.45
ESPP
Risk-free interest rate 4.0 % 4.6 % 5.0 %
Expected term (in years) 1.2 1.2 1.2
Expected volatility 31 % 29 % 33 %
Fair value at grant date $ 154.69 $ 130.00 $ 89.42

As share-based compensation expense recognized in the Consolidated Statements of Income during the years ended December 31, 2025, 2024, and 2023, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.
As of December 31, 2025, there was $ 1.25 billion, $ 28 million, $ 53 million, and $ 38 million of total unrecognized compensation expense related to unvested RSUs, unvested stock options, unvested PSUs, and rights granted to acquire common stock under the ESPP, respectively. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.2 years for unvested RSUs, 1.0 year for unvested stock options, 1.0 year for unvested PSUs, and 1.0 year for rights granted to acquire common stock under the ESPP.

NOTE 11.     INCOME TAXES
Income before provision for income taxes for the years ended December 31, 2025, 2024, and 2023, consisted of the following (in millions):

Year Ended December 31,

2025 2024 2023
U.S. $ 2,283.8   $ 1,754.8   $ 1,251.1  
Foreign 1,027.6   919.0   707.8  
Total income before provision for income taxes $ 3,311.4   $ 2,673.8   $ 1,958.9  

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The provision for income taxes for the years ended December 31, 2025, 2024, and 2023, consisted of the following (in millions):

Year Ended December 31,

2025 2024 2023
Current
Federal $ 235.6   $ 321.9   $ 315.2  
State 58.9   47.9   32.8  
Foreign 121.2   101.8   74.4  
Total current income tax expense
415.7   471.6   422.4  
Deferred
Federal ( 34.4 ) ( 157.7 ) ( 122.4 )
State ( 14.8 ) ( 23.9 ) ( 25.1 )
Foreign 68.3   46.3   ( 133.3 )
Total deferred income tax expense (benefit)
19.1   ( 135.3 ) ( 280.8 )
Total income tax expense $ 434.8   $ 336.3   $ 141.6  

On July 4, 2025, OBBBA was enacted, introducing amendments to U.S. tax laws with various effective dates from 2025 to 2027. The changes introduced by OBBBA did not have a material impact on the Company’s effective tax rate for 2025.
The Company’s provision for income taxes for 2023 reflected Swiss tax benefits of $ 92.3  million, net of a $ 67.3  million valuation allowance, related to certain tax assets recorded by our Swiss entity. In addition, a one-time net benefit of $ 67.1  million was recorded from the re-measurement of the Company’s Swiss deferred tax assets resulting from the Swiss cantonal tax rate increase enacted in December 2023 for years after 2024 as well as a Swiss cantonal tax rate increase from the discontinuation of the Company’s 2017 Swiss tax ruling, which was deemed effective as of January 1, 2023.
A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate for the year ended December 31, 2025, subsequent to the adoption of ASU 2023-09, including the amount and percentage of income before taxes, was as follows (dollars in millions):

Year Ended December 31, 2025

Amount
Percentage

U.S. federal tax at statutory rate $ 695.4   21.0   %
State and local income tax, net of federal effect (1)
35.0   1.1   %
Foreign tax effects
Switzerland – Federal

Statutory tax rate difference between Switzerland and U.S.
( 57.0 ) ( 1.7 ) %
Other
6.2   0.2   %
Switzerland – Cantonal

Cantonal tax
60.5   1.8   %
Other foreign jurisdictions
( 35.0 ) ( 1.1 ) %

Effect of cross-border tax laws 27.8   0.8   %

Tax credits
Research and development tax credit ( 81.7 ) ( 2.5 ) %

Non-taxable or non-deductible items
Excess tax benefit ( 210.9 ) ( 6.4 ) %
Share-based compensation not benefitted 38.1   1.2   %
Other ( 24.1 ) ( 0.7 ) %
Changes in unrecognized tax benefits ( 12.1 ) ( 0.4 ) %
Other ( 7.4 ) ( 0.2 ) %
Effective tax rate
$ 434.8   13.1   %

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(1) State and local taxes in New York, Illinois, New Jersey, Minnesota, Texas, and Michigan made up greater than 50% of the tax effect in this category.
A reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, was as follows (dollars in millions):

Year Ended December 31,

2024 2023
Federal tax at statutory rate $ 561.5   $ 411.4  
Increase (reduction) in tax resulting from:
State taxes, net of federal benefits 41.7   35.0  
Foreign rate differential ( 59.3 ) ( 64.4 )
U.S. tax on foreign earnings 73.1   70.9  
Research and development credit
( 75.1 ) ( 48.6 )
Excess tax benefits related to share-based compensation ( 223.3 ) ( 107.9 )
Share-based compensation not benefited 32.4   29.5  
Unrecognized tax benefits related to share-based compensation
5.3   4.4  
Reversal of unrecognized tax benefits ( 29.5 ) ( 20.9 )
Swiss tax benefits, net of valuation allowance
—   ( 92.3 )
Deferred tax re-measurement —   ( 67.1 )
Other 9.5   ( 8.4 )
Total income tax expense $ 336.3   $ 141.6  

Deferred income taxes reflect tax carryforwards and the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in millions):

December 31,
2025 2024
Deferred tax assets:
Intangible assets $ 330.2   $ 377.5  
Capitalized research and development expenditures
562.5   468.6  
Research and development credits 288.8   240.3  
Share-based compensation expense 178.4   155.3  
Swiss tax credits
84.1   107.4  
Expenses deducted in later years for tax purposes 76.1   67.4  
Lease liabilities 23.1   23.0  
Other
9.4   15.8  

Gross deferred tax assets 1,552.6   1,455.3  
Valuation allowance ( 361.5 ) ( 314.8 )
Deferred tax assets 1,191.1   1,140.5  
Deferred tax liabilities:
Property, plant, and equipment ( 140.4 ) ( 65.7 )
Right-of-use assets ( 16.9 ) ( 18.9 )
Intangible assets and other
( 15.2 ) ( 10.8 )

Deferred tax liabilities ( 172.5 ) ( 95.4 )
Net deferred tax assets $ 1,018.6   $ 1,045.1  

As of December 31, 2025, the Company had $ 85.4 million of federal and state net operating loss carryforwards, certain of which will expire starting in 2026 if not utilized. Utilization of these net operating loss carryforwards may be subject to certain limitations. The Company does not expect the limitations to result in any permanent loss of these tax benefits. As of December 31, 2025, the Company had $ 84.1  million of Swiss tax credit carryforwards, which will expire in 2028. As of
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December 31, 2025, the Company had $ 395.0  million of California research and development credit carryforwards, which do not expire, and $ 4.4  million of other state research and development credit carryforwards, which begin to expire in 2030.
As of December 31, 2025, the Company had a valuation allowance of $ 361.5 million, primarily related to California deferred tax assets and certain Swiss deferred tax assets, for which the Company does not believe a tax benefit is more likely than not to be realized. As of December 31, 2024, the Company had a valuation allowance of $ 314.8 million, primarily related to California deferred tax assets and Swiss deferred tax assets, for which the Company does not believe a tax benefit is more likely than not to be realized. The increase in the valuation allowance during 2025 is primarily related to California research and development credits. These valuation allowances would result in a reduction to the income tax provision in the consolidated statements of income if they are ultimately not necessary.
The Company intends to repatriate earnings from its Swiss and Dutch subsidiaries and joint venture in Hong Kong, as needed, and the U.S. and foreign tax implications of such repatriations are not expected to be significant. The Company will continue to indefinitely reinvest earnings from the rest of its foreign subsidiaries and does not expect the tax implications of repatriating these earnings to be significant.
Income taxes paid, net of refunds, during the periods presented were as follows (in millions):

Year Ended December 31,

2025
Federal
$ 348.8  
State
57.0  
Switzerland
67.3  
Other foreign
64.8  
Total income taxes paid, net of refunds $ 537.9  

A reconciliation of the beginning and ending amounts of gross unrecognized income tax benefits for the years ended December 31, 2025, 2024, and 2023, are as follows (in millions):

Year Ended December 31,

2025 2024 2023
Beginning balance $ 310.0   $ 260.4   $ 252.6  
Increases related to tax positions taken during the current year 61.4   67.8   48.5  
Increases related to tax positions taken during a prior year 2.4   13.9   —  
Decreases related to tax positions taken during a prior year ( 7.7 ) —   ( 18.9 )
Decreases related to settlements with tax authorities ( 20.3 ) ( 3.7 ) ( 1.0 )
Decreases related to expiration of statute of limitations ( 59.7 ) ( 28.4 ) ( 20.8 )
Ending balance $ 286.1   $ 310.0   $ 260.4  

As of December 31, 2025, 2024, and 2023, gross interest related to unrecognized tax benefits accrued was $ 21.8 million, $ 37.0 million, and $ 31.2 million, respectively. Total gross unrecognized tax benefits as of December 31, 2025, were $ 286.1 million, of which $ 175.3  million, if recognized, would have an impact on the Company’s effective tax rate.
The Company files federal, state, and foreign income tax returns in many jurisdictions in the U.S. and OUS. Years before 2020 are considered closed for significant jurisdictions. Certain of the Company’s unrecognized tax benefits could change due to activities of various tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which the Company operates, potential assessment of additional tax, possible settlement of audits, or through normal expiration of various statutes of limitations, which could affect the Company’s effective tax rate in the period in which they change.
The Company is subject to the examination of its income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. The Company’s management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of the Company’s provision for income taxes. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
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NOTE 12.     NET INCOME PER SHARE
The following table presents the computation of basic and diluted net income per share attributable to Intuitive Surgical, Inc. (in millions, except per share amounts):

  Year Ended December 31,

  2025 2024 2023
Numerator:
Net income attributable to Intuitive Surgical, Inc. $ 2,856.0   $ 2,322.6   $ 1,798.0  
Denominator:
Weighted-average shares outstanding used in basic calculation 356.9   355.2   351.2  
Add: dilutive effect of potential common shares 5.8   6.8   6.2  
Weighted-average shares outstanding used in diluted calculation 362.7   362.0   357.4  
Net income per share attributable to Intuitive Surgical, Inc.:
Basic $ 8.00   $ 6.54   $ 5.12  
Diluted $ 7.87   $ 6.42   $ 5.03  

Share-based compensation awards of approximately 1.0 million, 0.2 million, and 1.9 million shares for the years ended December 31, 2025, 2024, and 2023, respectively, were outstanding but were not included in the computation of diluted net income per share attributable to Intuitive Surgical, Inc. common stockholders, because the effect of including such shares would have been anti-dilutive in the periods presented.

NOTE 13.      SEGMENT INFORMATION
Intuitive is committed to advancing minimally invasive care through a comprehensive ecosystem of products and services. This connected ecosystem includes systems, instruments and accessories, learning, and services connected by a digital portfolio that enables actionable digital insights across the care continuum. The systems, as well as the instruments and accessories, are primarily developed and manufactured by the Company. During the years ended December 31, 2025, 2024, and 2023, domestic revenue accounted for 68 %, 67 % and 66 %, respectively, of total revenue, while revenue from the Company’s OUS markets accounted for 32 %, 33 % and 34 %, respectively, of total revenue. The Company manages the business activities on a consolidated basis and operates in one reportable segment.
The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes the Company’s long-range plan, which includes product development roadmaps and long-range financial models, as a key input to resource allocation. The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using income from operations. Net income is also a measure that is considered in monitoring budget versus actual results.
Significant expenses within income from operations, as well as within net income, include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Income. Other segment items within net income include interest and other income, net, and income tax expense.
The Company’s long-lived assets consist primarily of property, plant, and equipment, net. As of December 31, 2025 and 2024, 80 % and 83 %, respectively, of long-lived assets were in the U.S. As of December 31, 2025 and 2024, no individual country other than the U.S. accounted for 10% or more of these assets.

NOTE 14.      EMPLOYEE BENEFIT PLANS
The Company sponsors various retirement plans for its eligible U.S. and non-U.S. employees. For employees in the U.S., the Company maintains the Intuitive Surgical, Inc. 401(k) Plan (the “Plan”). As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides tax-deferred salary contributions for eligible U.S. employees. The Plan allows employees to contribute up to 100 % of their annual compensation to the Plan on a pre-tax and/or after-tax basis. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches 200 % of employee contributions up to $ 2,000 per calendar year per person. All matching employer contributions vest immediately.
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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.

ITEM 9A.    CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
Inherent Limitations Over Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Consolidated Financial Statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the Consolidated Financial Statements.
Management, including our principal executive officer and principal financial officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our assessment under the framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included under “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B.    OTHER INFORMATION
Rule 10b5-1 Plans
On November 17, 2025 , Brian E. Miller, Ph.D. , the Company’s Head of Digital and AI Strategy , adopted a Rule 10b5-1 trading plan. Dr. Miller’s trading plan provides for the potential sale of up to 35,344 shares of the Company’s common stock, including the potential exercise and sale of up to 11,722 shares of the Company’s common stock subject to stock options, until December 15, 2026 . This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Certain information required by Part III is omitted from this report on Form 10-K and is incorporated herein by reference to our definitive Proxy Statement for our next Annual Meeting of Stockholders (the “Proxy Statement”), which we intend to file pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days after December 31, 2025.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this item concerning our directors and corporate governance is incorporated by reference to the information set forth in the section titled “Directors and Corporate Governance” in our Proxy Statement. Information required by this item concerning our executive officers is incorporated by reference to the information set forth in the section entitled “Executive Officers of the Company” in our Proxy Statement. Information regarding our Section 16 reporting compliance and code of business conduct and ethics is incorporated by reference to the information set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our Proxy Statement.
We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report.

ITEM 11.    EXECUTIVE COMPENSATION
The information required by this item regarding executive compensation is incorporated by reference to the information set forth in the sections titled “Executive Compensation” and “Compensation for Directors” in our Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item regarding certain relationships and related transactions and director independence is incorporated by reference to the information set forth in the sections titled “Certain Relationships and Related Transactions” and “Directors and Corporate Governance” in our Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item regarding principal accountant fees and services is incorporated by reference to the information set forth in the section titled “Principal Accountant Fees and Services” in our Proxy Statement.
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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following documents are filed as part of this Annual Report on Form 10-K.
1) Financial Statements—See Index to Consolidated Financial Statements at Item 8 of this report on Form 10-K.
2) All schedules have been omitted, because they are not applicable, not required under the instructions, or the information requested is set forth in the Consolidated Financial Statements or related notes thereto.
3) Exhibits
The exhibits filed as part of this report are listed under “Exhibits” at subsection (b) of this Item 15.
(b) Exhibits
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EXHIBIT INDEX
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date

3.1
Amended and Restated Certificate of Incorporation of the Company, as Amended.
10-Q
000-30713 3.1
7/23/2020

3.2 Amendment to Amended and Restated Certificate of Incorporation of the Company.
10-Q
000-30713 3.1 10/20/2021

3.3
Amended and Restated Bylaws of the Company.
8-K
000-30713 3.1
2/1/2021

4.1
Specimen Stock Certificate.
S-1/A
333-33016
4.2
5/2/2000

4.2
Description of the Registrant ’ s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10-K
333-33016
4.2
2/3/2022

10.1+
2000 Non-Employee Directors’ Stock Option Plan.
S-1
333-33016
3/22/2000

10.2+
Form of Indemnity Agreement.
8-K
000-30713 10.1
8/3/2015

10.3+
2009 Employment Commencement Incentive Plan, as amended and restated.
S-8
333-203793
4.2
5/1/2015

10.4+
2000 Employee Stock Purchase Plan, as amended and restated.
8-K
000-30713 10.2
4/30/2024

10.5+
2010 Incentive Award Plan, as amended and restated.
8-K
000-30713 10.1
5/5/2025

10.6+
Severance Plan.
8-K
000-30713 10.1
12/2/2008

10.7+
Form of Amended and Restated Intuitive Surgical, Inc. 2009 Employment Commencement Incentive Plan Stock Option Grant Notice.
10-K
000-30713 10.9
2/2/2016

10.9+
Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Stock Option Grant Notice.
10-K
000-30713 10.9
2/10/2023

10.10+* Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Restricted Stock Unit Grant Notice.

10.11+* Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Performance Stock Unit Grant Notice .

19* Intuitive Surgical, Inc. Insider Trading Policy and Guidelines.

21.1*
Intuitive Surgical, Inc. Subsidiaries.

23.1*
Consent of Independent Registered Public Accounting Firm.

31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Clawback Policy (formerly Policy for Recovery of Erroneously Awarded Compensation, as amended and restated on January 29, 2026).

101*
The following materials from Intuitive Surgical, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged at Level I through IV.

104*
The cover page from Intuitive Surgical, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101.

+ Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.

ITEM 16.    FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTUITIVE SURGICAL, INC.

Date: February 3, 2026 By: / S /    DAVID J. ROSA

David J. Rosa
Chief Executive Officer

Power of Attorney
Each person whose individual signature appears below hereby authorizes and appoints David Rosa and Jamie Samath, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place, and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10‑K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/S/    DAVID J. ROSA
Chief Executive Officer and Director
(Principal Executive Officer)
February 3, 2026
 David J. Rosa

/S/    JAMIE E. SAMATH
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
February 3, 2026
Jamie E. Samath
/S/    FREDRIK C. WIDMAN
Vice President, Corporate Controller
(Principal Accounting Officer) February 3, 2026
Fredrik C. Widman
/S/    GARY S. GUTHART
Executive Chair of the Board of Directors
February 3, 2026
Gary S. Guthart, Ph.D.
/S/    CRAIG H. BARRATT
Lead Independent Director
February 3, 2026
Craig H. Barratt, Ph.D.
/S/    JOSEPH C. BEERY
Director February 3, 2026
Joseph C. Beery
/S/    LEWIS CHEW
Director February 3, 2026
Lewis Chew
/S/    AMAL M. JOHNSON
Director February 3, 2026
Amal M. Johnson
/ S /    SREELAKSHMI KOLLI
Director February 3, 2026
Sreelakshmi Kolli
/S/    AMY L. LADD
Director February 3, 2026
Amy L. Ladd, M.D.
/S/    KEITH R. LEONARD JR.
Director February 3, 2026
Keith R. Leonard Jr.
/S/    JAMI DOVER NACHTSHEIM
Director February 3, 2026
Jami Dover Nachtsheim
/S/    MONICA P. REED
Director February 3, 2026
Monica P. Reed, M.D.

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