10-Q – 2026-07-21 – isrg-20260630.htm

Service revenue increased by 20% to $906 million for the six months ended June 30, 2026, compared to $754 million for the six months ended June 30, 2025. The increase in service revenue was primarily driven by a larger installed base of systems producing service revenue and favorable product mix, particularly from da Vinci 5 surgical system placements.

Recurring Revenue
Recurring revenue represents the revenue recognized from instruments and accessories, service, and operating lease arrangements. Recurring revenue is an operating measure that we use to assess the strength of our installed base, system utilization, and procedure adoption.
Recurring revenue during the periods presented was as follows:

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Instruments and accessories revenue $ 1,734.9  $ 1,474.1  $ 3,421.3  $ 2,841.8 
Service revenue 472.4   391.2   906.1   754.2  
Operating lease revenue 261.8   213.8   512.0   409.0  
Total recurring revenue $ 2,469.1  $ 2,079.1  $ 4,839.4  $ 4,005.0 

% of Total revenue 85% 85% 85% 85%

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Gross Profit

Product
Our product gross profit during the periods presented was as follows (dollars in millions):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Product gross profit (1)
$ 1,642.9  $ 1,362.6  $ 280.3  21% $3,200.0 $2,582.3 $ 617.7  24%
Product gross profit margin
67.9% 66.5% 67.3% 65.6%
________

(1) Includes the following expenses:

Share-based compensation $ 28.8  $ 30.3  $ (1.5) (5)% $58.1 $60.5 $ (2.4) (4)%
Intangible asset amortization $ 20.0  $ 2.3  $ 17.7  770% $25.8 $4.5 $ 21.3  473%

Product gross profit margin increased for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily driven by IEEPA tariff refunds, lower logistics costs, and fixed overhead leverage, partially offset by higher intangible asset amortization.
Product gross profit margin increased for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by product cost reductions, IEEPA tariff refunds, fixed overhead leverage, and lower logistics costs, partially offset by higher tariff expenses and higher intangible asset amortization.
Our capital expenditures increased in 2025, as we continued to build the infrastructure needed to scale our business and, as a result, depreciation expense increased in the three and six months ended June 30, 2026. We expect depreciation expense to continue to increase in the remainder of 2026. Additionally, in connection with the acquisition of a business in the first quarter of 2026, we expect amortization of intangible assets to be higher in the remainder of 2026 compared to 2025.
In 2025, new and incremental tariffs were imposed on goods imported to the U.S. We import raw materials and finished goods from sources outside of the U.S., which were subject to tariffs, including but not limited to our endoscopes, which are primarily manufactured in Germany. In 2026, there were changes to the tariffs imposed on goods imported to the U.S. In addition, during the second quarter of 2026, we recognized $27.5 million of refunds related to IEEPA tariffs paid in prior periods, which reduced cost of product revenues. The ultimate impact of tariffs will depend on various factors, including the amount, scope, timing, and nature of the tariffs imposed.

Service
Our service gross profit during the periods presented was as follows (dollars in millions):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Service gross profit (1)
$ 317.5  $ 255.3  $ 62.2  24% $ 590.9  $ 493.3  $ 97.6  20%
Service gross profit margin
67.2% 65.3% 65.2% 65.4%
________

(1) Includes the following expenses:

Share-based compensation $ 9.2  $ 8.6  $ 0.6  7% $ 18.5  $ 16.8  $ 1.7  10%
Intangible asset amortization $ 3.3  $ 0.2  $ 3.1  1550% $ 4.1  $ 0.4  $ 3.7  925%

Service gross profit margin increased for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily driven by IEEPA tariff refunds and lower tariff expenses, partially offset by higher intangible asset amortization.
Service gross profit margin decreased for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily driven by higher costs associated with our da Vinci 5 surgical system, incremental fixed costs, including depreciation expense, higher excess and obsolete inventory charges, and higher intangible asset amortization, partially offset by IEEPA tariff refunds and favorable repair parts mix.
In connection with the acquisition of a business, we expect amortization of intangible assets to be higher in the remainder of 2026 compared to 2025.
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During the second quarter of 2026, we recognized $8.4 million of refunds related to IEEPA tariffs paid in prior periods, which reduced cost of service revenue. The ultimate impact of tariffs will depend on various factors, including the amount, scope, timing, and nature of the tariffs imposed.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses include costs for sales, marketing, and administrative personnel, sales and marketing activities, trade show expenses, legal expenses, regulatory fees, and general corporate expenses.

Selling, general, and administrative expenses during the periods presented were as follows (dollars in millions):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Selling, general, and administrative (1)
$ 617.9  $ 561.2  $ 56.7  10% $ 1,231.2  $ 1,124.6  $ 106.6  9%
% of Total revenue 21% 23% 22% 24%
________
(1) Includes the following expenses:

Share-based compensation $ 88.1  $ 86.3  $ 1.8  2% $ 180.8  $ 168.6  $ 12.2  7%
Intangible asset amortization $ 0.5  $ 0.1  $ 0.4  400% $ 0.7  $ 0.6  $ 0.1  17%

Selling, general, and administrative expenses for the three months ended June 30, 2026, increased compared to the three months ended June 30, 2025 primarily due to higher personnel-related expenses, driven by an increase in headcount and higher employee compensation, including variable compensation expense and share-based compensation expense, as well as higher infrastructure costs, including depreciation expense.
Selling, general, and administrative expenses for the six months ended June 30, 2026, increased compared to the six months ended June 30, 2025 primarily due to higher personnel-related expenses, driven by an increase in headcount and higher employee compensation, including variable compensation expense and share-based compensation expense, partially offset by lower legal expenses.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses include costs associated with the research and design, development, testing, and significant enhancement of our products. Our main product development initiatives include multi-port, Ion, and SP platform investments as well as digital products and services and various research projects.

Research and development expenses during the periods presented were as follows (dollars in millions):

Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Research and development (1)
$ 370.6  $ 313.3  $ 57.3  18% $ 732.5  $ 629.5  $ 103.0  16%
% of Total revenue
13% 13% 13% 13%
________

(1) Includes the following expenses:

Share-based compensation $ 86.7  $ 74.7  $ 12.0  16% $ 168.7  $ 143.7  $ 25.0  17%
Intangible asset-related charges $ 0.2  $ 2.2  $ (2.0) (91)% $ 0.5  $ 7.8  $ (7.3) (94)%

Research and development expenses for both the three and six months ended June 30, 2026, increased compared to the three and six months ended June 30, 2025. The increase in research and development expenses for the three and six months ended June 30, 2026, was primarily driven by higher direct project costs incurred to support an expanded portfolio of product development initiatives, as well as increased personnel‑related expenses, including share‑based compensation, driven by higher headcount.

Research and development expenses fluctuate with project timing. Based upon our broader set of product development initiatives and the stage of the underlying projects, we expect to continue to make substantial investments in research and development and anticipate that research and development expenses will continue to increase in the future.
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Interest and Other Income, Net

Interest and other income, net during the periods presented was as follows (dollars in millions):

Three Months Ended June 30, 2026 vs 2025 Six Months Ended June 30, 2026 vs 2025
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Interest and other income, net
$ 82.7  $ 88.7  $ (6.0) (7)% $ 167.8  $ 179.1  $ (11.3) (6)%
% of Total revenue
3% 4% 3% 4%

Interest and other income, net, for the three and six months ended June 30, 2026, decreased compared to the three and six months ended June 30, 2025, primarily driven by lower interest income on reduced average cash and investment balances, largely driven by cash used for stock repurchases and the acquisition of a business during the first quarter of 2026. This decrease was partially offset by unrealized gains on strategic investments (compared to unrealized losses during the three and six months ended June 30, 2025) and lower foreign exchange losses, net of the impacts of derivatives and hedging.

Income Tax Expense

Income tax expense (benefit) during the periods presented was as follows (dollars in millions):

Three Months Ended June 30, 2026 vs 2025 Six Months Ended June 30, 2026 vs 2025
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Income tax expense (benefit)
$ 231.4  $ 167.9  $ 63.5  38% $ 345.8  $ 132.7  $ 213.1  161%
Effective income tax rate 21.9% 20.2% 17.3  % 8.8%

Our higher effective tax rate for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, was primarily due to lower tax rate benefits from excess tax benefits, as discussed below, and a lower federal research and development credit benefit, partially offset by lower taxes on foreign earnings.

Our provision for income taxes for the three months ended June 30, 2026, and 2025, included excess tax benefits associated with employee equity plans of $17.3 million and $32.9 million, respectively, which reduced our effective tax rate by 1.6 and 4.0 percentage points, respectively. Our provision for income taxes for the six months ended June 30, 2026, and 2025, included excess tax benefits associated with employee equity plans of $90.6 million and $178.3 million, respectively, which reduced our effective tax rate by 4.5 and 11.9 percentage points, respectively. The amount of excess tax benefits or deficiencies will fluctuate from period to period based on the price of our stock, the volume of share-based awards settled or vested, and the value assigned to employee equity awards under GAAP, which results in increased income tax expense volatility.

In 2021, the Organization for Economic Co-operation and Development (“OECD”) established an inclusive framework on base erosion and profit shifting and agreed on a two-pillar solution to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate (“Pillar Two”). The OECD issued Pillar Two model rules and continues to release guidance on these rules. Many countries have adopted new tax laws to align with the global minimum tax. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and we do not expect a material impact to our tax provision in 2026.
In January 2026, the OECD released administrative guidance recognizing the U.S. minimum tax regime and introducing a “side-by-side” package intended to exempt U.S.-parented groups from Pillar Two minimum taxes imposed by foreign jurisdictions on U.S. earnings. Although full adoption of the guidance is expected to eliminate this exposure with respect to the U.S. jurisdiction, laws to implement the framework have not been enacted in all relevant countries. Accordingly, our financial results reflect the laws enacted and in effect as of June 30, 2026, which did not have a material impact on our tax provision as of June 30, 2026.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, introducing amendments to U.S. tax laws with various effective dates from 2025 to 2027. The changes introduced by OBBBA are not expected to have a material impact on our effective tax rate for 2026.

We file 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 our unrecognized tax benefits could change due to activities of various tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which we operate, potential assessment of additional tax, possible settlement of audits, or through normal expiration of various statutes of limitations, which could affect our effective tax rate in the period in which they change.
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We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

Liquidity and Capital Resources

Sources and Uses of Cash and Cash Equivalents
Our principal source of liquidity is cash provided by our operations. Cash and cash equivalents plus short- and long-term investments decreased by $0.4 billion to $8.6 billion as of June 30, 2026, from $9.0 billion as of December 31, 2025, primarily as a result of cash used for repurchases of common stock and the acquisition of a business, partially offset by cash generated from operations.
Our cash requirements depend on numerous factors, including customer acceptance of our products, the resources we devote to developing and supporting our products, and other factors. We expect to continue to devote substantial resources to expand procedure adoption and acceptance of our products. We have made substantial investments in our commercial operations, product development activities, facilities, and intellectual property. Based on our business model, we anticipate that we will continue to be able to fund future growth through cash provided by our operations. We believe that our current cash, cash equivalents, and investment balances, together with income to be derived from our business, will be sufficient to meet our liquidity requirements for the foreseeable future. However, we may experience reduced cash flow from operations as a result of macroeconomic and geopolitical headwinds.
See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K for the year ended December 31, 2025, for discussion on the impact of interest rate risk and market risk on our investment portfolio.

Condensed Consolidated Cash Flow Data
The following table summarizes our cash flows for the periods presented (in millions):

Six Months Ended June 30,
2026
2025

Net cash provided by (used in):
Operating activities $ 1,972.9  $ 1,297.0 
Investing activities (941.1) 474.2 
Financing activities (1,641.6) (383.6)
Effect of exchange rates on cash, cash equivalents, and restricted cash 8.1  (3.5)
Net increase (decrease) in cash, cash equivalents, and restricted cash $ (601.7) $ 1,384.1 

Operating Activities
For the six months ended June 30, 2026, net cash provided by operating activities of $1.97 billion exceeded our net income of $1.65 billion, primarily due to the following factors:
1. Our net income included non-cash charges of $1.19 billion, consisting primarily of share-based compensation of $419 million; deferred income tax expense of $370 million; and depreciation expense and losses on the disposal of property, plant, and equipment of $371 million.
2. Changes in operating assets and liabilities resulted in $870 million of cash used in operating activities during the six months ended June 30, 2026. Inventory, including the transfer of equipment from inventory to property, plant, and equipment, increased by $515 million, primarily to address the growth in our business, including the expansion of our leasing business, and to mitigate risks of disruption that could arise from global supply chain shortages. Accrued compensation and employee benefits decreased by $230 million, primarily due to payments for 2025 incentive compensation. Prepaids and other assets increased by $179 million, primarily driven by an increase in prepaid taxes caused by accelerated deductions for previously capitalized research and development expenditures, which will reduce the Company’s future income taxes paid. Accounts receivable increased by $50 million, primarily due to the timing of customer billings and collections. The unfavorable impact of these items on cash provided by operating activities was partially offset by an increase in deferred revenue of $45 million, primarily due to the timing of payment and delivery of goods and services.
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Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026, consisted primarily of cash used in the acquisition of a business of $528 million, as well as $243 million paid for the purchases of investments, net of maturities and sales of investments. We also used $216 million for purchases of property, plant, and equipment. We invest predominantly in high quality, fixed income securities. Our investment portfolio may, at any time, contain investments in money market funds, U.S. treasury and U.S. government agency securities, high-quality corporate notes and bonds, commercial paper, non-U.S. government agency securities, and taxable and tax-exempt municipal notes.

Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026, consisted primarily of cash used for the repurchase of our common stock for $1.44 billion and taxes paid on behalf of employees related to net share settlements of vested employee equity awards of $365 million, partially offset by cash proceeds from stock option exercises and employee stock purchases of $187 million.
As of June 30, 2026, $64 million of unsettled common stock repurchases remained accrued and unpaid and, therefore, were not included in cash used in financing activities during the six months ended June 30, 2026.

Capital Expenditures
We continue to build the infrastructure needed to scale and supply our customers with highly differentiated products manufactured in highly automated factories to facilitate outstanding performance in product quality, availability, and cost. A significant portion of our investment involves the construction of facilities to expand our manufacturing and commercial capabilities. We have also been vertically integrating key technologies to develop a more robust supply chain and bring important products to market at attractive price points. These investments include increased ownership of our imaging pipelines, and investments in strategic instruments and accessories technologies that allow us to serve our customers better. We intend to continue to fund our capital investments with cash generated from operations.

Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate our critical accounting estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no new or material changes to the critical accounting estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, that are of significance, or potential significance, to us.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the six months ended June 30, 2026, compared to the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 4.    CONTROLS AND PROCEDURES
Evaluation 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 report. Based on the foregoing, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
The information included in Note 8 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

ITEM 1A.    RISK FACTORS
You should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations. The risk factor set forth below updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
RISKS RELATING TO OUR BUSINESS
THIRD PARTIES MAY OFFER TO SELL REMANUFACTURED INSTRUMENTS AND ACCESSORIES TO OUR CUSTOMERS OR PROVIDE UNAUTHORIZED SERVICE ON OUR SYSTEMS, WHICH COULD ADVERSELY IMPACT OUR FINANCIAL RESULTS, CREATE SAFETY ISSUES, AND HARM OUR REPUTATION.
A significant portion of our revenue is generated through sales of instruments and accessories. We are aware that certain regulatory authorities have granted clearance or approval for the remanufacturing of certain of these instruments for use with our da Vinci surgical systems. Third parties have offered, and may continue to offer, customers instruments and accessories that have been remanufactured and/or are unauthorized, including instruments that have been remanufactured to support the use of some of our limited-use instruments beyond their labeled useful life. These third-party instruments and accessories may be offered at lower prices and have different performance characteristics. Additionally, third parties have provided, and may continue to provide, unauthorized service and maintenance on our da Vinci surgical systems and Ion endoluminal system.
Third party offerings of our instruments and accessories or service or maintenance on our systems could potentially result in reduced revenue, increased patient safety risks, and negative publicity for us if these products cause injuries and/or do not function as intended when used, any of which could have a material adverse effect on our business, financial condition, or results of operations. In addition, we may be subject to laws that regulate or attempt to regulate the manner in which third-party instruments and accessories or third-party service providers interact with our systems, and such laws could also negatively impact our business, financial condition, or results of operations.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the period covered by this report.
(c) Issuer Purchases of Equity Securities
The table below summarizes our stock repurchase activity for the quarter ended June 30, 2026:

Fiscal Period Total Number
of Shares
Repurchased
Average Price Paid
Per Share
Total Number of Shares Purchased As
Part of a Publicly Announced Program
Approximate Dollar Amount of Shares That May Yet be Purchased Under the Program (1)

April 1 to April 30, 2026
212,268  $ 451.56  212,268  $ 5.0   billion
May 1 to May 31, 2026
433,195  $ 451.04  433,195  $ 4.8   billion
June 1 to June 30, 2026
218,413  $ 401.65  218,413  $ 4.7   billion
Total during quarter ended June 30, 2026
863,876  $ 438.68  863,876 

(1) Represents the cumulative amount remaining for stock repurchases under the Board-authorized Repurchase Program established in March 2009 (the “ Repurchase Program ” ). In April 2026, the Board increased the authorized amount available under the Repurchase Program to $5.0 billion. Authorizations under the Repurchase Program do not expire.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.    OTHER INFORMATION

Rule 10b5-1 Plans
On May 7, 2026, Gary S. Guthart , Ph.D., the Company’s Executive Chair of the Board of Directors , adopted a Rule 10b5-1 trading plan. Dr. Guthart’s trading plan provides for (i) the potential sale of up to 107,596 shares of the Company’s common stock, including the potential exercise and sale of up to 75,076 shares of the Company’s common stock subject to stock options, and (ii) the potential sale of up to 47,234 shares of the Company’s common stock from a trust in which Dr. Guthart is a trustee, until June 15, 2027 . 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.
On May 10, 2026 , Amy L. Ladd, M.D. , a member of the Company’s Board of Directors , adopted a Rule 10b5-1 trading plan. Dr. Ladd’s trading plan provides for the potential sale of up to 472 shares of the Company’s common stock until May 15, 2027 . 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.
On May 27, 2026 , Patricia L. Wadors , the Company’s Chief Human Resources Officer, adopted a Rule 10b5-1 trading plan. Ms. Wadors’ trading plan provides for the potential sale of up to 3,494 shares of the Company’s common stock until May 29, 2027 . 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.
On June 7, 2026 , Henry L. Charlton , the Company’s former EVP & Chief Commercial and Marketing Officer, adopted a Rule 10b5-1 trading plan. Mr. Charlton’s trading plan provides for the potential sale of up to 26,124 shares of the Company’s common stock, including the potential exercise and sale of up to 14,002 shares of the Company’s common stock subject to stock options, until June 15, 2027 . 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.
On June 8, 2026 , Fredrik C. Widman , the Company’s Vice President, Corporate Controller , adopted a Rule 10b5-1 trading plan. Mr. Widman’s trading plan provides for the potential sale of up to 19,026 shares of the Company’s common stock, including the potential exercise and sale of up to 16,346 shares of the Company’s common stock subject to stock options, until September 15, 2027 . 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.

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ITEM 6.    EXHIBITS

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

10.1 Intuitive Surgical, Inc. Amended and Restated 2010 Incentive Award Plan, as amended and restated.
8-K
000-30713
10.1
5/4/2026
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.

101.INS *
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File, because its XBRL tags are embedded within the Inline XBRL document.

101.SCH *
Inline XBRL Taxonomy Extension Schema.

101.CAL *
Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB *
Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase.

104*
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).

* Filed herewith.
** Furnished herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTUITIVE SURGICAL, INC.

By:   /s/ J AMIE E. S AMATH

Jamie E. Samath
Executive Vice President and Chief Financial Officer

(Principal Financial Officer and duly authorized signatory)

Date: July 21, 2026
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