Intuitive Surgical (ISRG) 10-K risk factor changes: FY2025 vs FY2024

OUR [removed: MARKETS ARE] [added: COMMERCIAL LANDSCAPE IS] HIGHLY COMPETITIVE, AND CUSTOMERS MAY CHOOSE [removed: TO PURCHASE] OUR COMPETITORS’ PRODUCTS OR SERVICES OR MAY NOT ACCEPT ROBOTIC-ASSISTED MEDICAL PROCEDURES, WHICH COULD RESULT IN REDUCED REVENUE AND LOSS OF [removed: MARKET SHARE.][added: CUSTOMERS.]

Robotic-assisted [removed: surgery] [added: medical procedures] with a da Vinci surgical system or [removed: robotic-assisted bronchoscopy with an] Ion endoluminal system are technologies that compete with established and emerging treatment options in reconstructive medical procedures or disease management.

These competitive treatment options include open surgery, conventional [removed: MIS,] [added: MIS (laparoscopy),] drug therapies, radiation treatment, and other emerging diagnostic and interventional surgical approaches.

For example, in 2023, certain drugs initially approved for use in diabetes patients gained [removed: market] acceptance for use in weight loss treatment following FDA approvals for weight loss indications.

At this time, it is difficult to predict the long-term [removed: market] [added: commercial] impact of these drugs, including their long-term efficacy as weight loss drugs and potential drawbacks.

Companies that have introduced products in the field of robotic-assisted medical procedures, or have made explicit statements about their efforts to enter the field, include, but are not limited to, the following: Beijing Surgerii Robotics Company Limited; CMR Surgical Ltd.; Distalmotion SA; Harbin Sizhe Rui Intelligent Medical Equipment Co., Ltd.; Johnson & Johnson; Karl Storz SE & Co. KG; Medicaroid Corporation; Medtronic plc; meerecompany Inc.; Noah [removed: Medical;] [added: Medical Corporation;] Shandong Weigao Group Medical Polymer Company Ltd.; Shanghai Microport Medbot (Group) Co., Ltd.; Shenzhen Edge Medical Co., Ltd.; and SS Innovations International, Inc. Other companies with substantial experience in industrial robotics could potentially expand into the field of medical robotics and become competitors.

Additionally, we expect increasing competition within China for robotic-assisted [removed: surgical] systems.

We may not be able to maintain or improve our [removed: competitive] [added: commercial] position against current or potential [removed: competitors, especially those with greater resources.][added: competitors.]

We [removed: currently] provide similar services and analysis to our customers, but it is difficult to assess the impact that this may have on our business.

We [removed: manufacture,] perform research and development activities, [added: manufacture,] and distribute our products in OUS markets.

Revenue from OUS markets accounted for approximately [added: 32%,] 33%, [removed: 34%,] and [removed: 33%] [added: 34%] of our revenue for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

- changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported into the U.S. including, but not limited to, [removed: the proposed tariff] [added: potential tariffs] on goods imported from Mexico where we manufacture a significant majority of our instruments and accessories that we sell;

- protectionist laws, policies, and business practices [removed: and nationalistic campaigns] that favor local competitors or lead non-U.S. customers to favor domestic technology solutions over imports, which could slow our growth, increase our costs, or make our products less competitive in OUS markets;

- the difficulty in establishing, staffing, and managing OUS operations, including [added: appropriate business procedures and controls and] differing labor relations;

- adherence to antitrust and anti-competition laws; [added: and]

- economic weakness, including inflation, or political instability in particular foreign economies and markets, including exposure to a higher degree of financial risk if we extend credit to customers in these [removed: economies; and][added: economies.]

There is inherent risk, based on the complex [removed: relationships] [added: and changing dynamic] between China and the U.S., that political, diplomatic, military, or other events could result in business disruptions, [removed: including] [added: including, but not limited to,] increased [added: policy or] regulatory enforcement against companies, tariffs, trade embargoes, or export restrictions.

Tariffs can also make our products more expensive for customers, which could make our products less competitive [added: when compared to those products offered by domestic companies] and reduce consumer demand.

Political [added: and policy] uncertainty surrounding trade and other [removed: international disputes] [added: bilateral and multilateral issues] could also have a negative effect on consumer confidence and spending.

In addition, in 2020, a new U.S. regulation [removed: seeks] [added: sought] to prohibit the U.S. government from contracting [added: directly] with companies [removed: who] [added: that] use the products or services of certain Chinese [removed: companies.][added: companies in the provision of their services to the U.S. government.]

However, we cannot predict the impact that additional [added: policy, legislative, or] regulatory changes may have on our business in the future.

These actions or similar actions may result in [added: retaliatory] policies and regulations [added: promulgated] in [removed: response] [added: China] that could adversely affect our business operations in China or may otherwise limit our ability to offer our products and services in China and other parts of the world.

In China, we have seen increasing competition in the robotic-assisted surgical system industry from domestic companies as well as a [added: sustained] broader central government focus on [added: anti-corruption and] systematic governance.

For example, in July 2023, the Chinese government launched [removed: a] [added: an anti-corruption and systematic governance] campaign targeting the healthcare sector.

This campaign [removed: has] resulted in heightened scrutiny by medical institutions with respect to initiating tenders, with some tenders being canceled or delayed without a timeline.

In [removed: 2024,] [added: 2025,] the effects of this campaign, combined with the competitive dynamics in [removed: China,] [added: China and various measures related to industrial policy,] contributed to fewer systems being placed in China than we anticipated.

Such tariffs and, if enacted, any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in [removed: Europe, Asia, and] other countries, [added: including reciprocal tariffs, limitations on government procurement, or technology export restrictions,] could adversely impact our [added: global operations and our] ability to sell products and services in our OUS markets.

Countries may also adopt other protectionist measures that could limit our ability to offer our products and [removed: services.][added: services, which could increase uncertainties and associated risks relating to our global operations.]

WE ARE SUBJECT TO LITIGATION, INVESTIGATIONS, AND OTHER LEGAL PROCEEDINGS RELATING TO OUR PRODUCTS, CUSTOMERS, COMPETITORS, AND GOVERNMENT REGULATORS THAT [removed: COULD MATERIALLY] [added: MAY] ADVERSELY AFFECT OUR [added: BUSINESS,] FINANCIAL CONDITION, [removed: DIVERT MANAGEMENT’S ATTENTION, AND HARM OUR BUSINESS.][added: OR RESULTS OF OPERATIONS.]

For example, product liability claims have been brought against us by, or on behalf of, individuals alleging that they have sustained personal injuries and/or death as [added: a result of purported product defects, the alleged failure to warn, and/or the alleged inadequate training by us of physicians regarding the use of our products.]

Refer to our risk factor titled “Negative publicity, whether accurate or inaccurate, concerning our products or our company could reduce [removed: market] acceptance of our products and could result in decreased product demand and reduced revenues” for additional [removed: risks related to the potential effects of negative publicity on our business.]

We could also be subject to governmental investigations in connection with some of these [added: and other] claims.

[removed: We also] [added: In addition to fixed-payment leases, we] lease our systems to certain qualified customers where the lease payments are based on their usage of the systems.

Additionally, certain [removed: of our] leasing arrangements allow customers to cancel, return, or upgrade the systems leased prior to the end of the lease term without incurring a financial penalty, which could have a material adverse effect on our business, financial condition, or results of operations.

If systems that are not fully depreciated are returned, we could [removed: also] incur additional losses, as we may not be able to recover the remaining value of those returned assets, thereby negatively impacting our financial results.

Some of the components necessary for the assembly of our products are currently provided to us by sole-sourced suppliers or single-sourced [removed: suppliers.][added: suppliers due to, among other things, quality considerations, unique intellectual property considerations, or constraints associated with regulatory requirements.]

We generally purchase components through purchase orders rather than long-term supply agreements [removed: and generally do not maintain large volumes of components within our inventory.]

Current supply chain constraints include difficulties in obtaining a sufficient supply of [removed: engineered raw] [added: specific component] materials [added: impacted by evolving trade requirements] and certain subcontract suppliers being operationally challenged to meet our production requirements.

If such supply chain constraints [removed: and price increases in important supply-chain materials] continue, we could also fail to meet product demand, which would adversely impact our business, financial condition, or results of operations.

Robotic or other competitors may respond more quickly to or integrate new or emerging technologies in their product offerings, undertake more extensive marketing campaigns, have access to unique clinical information to support ongoing product position with customers, have greater financial, marketing, and other resources, or be more successful in attracting potential customers, employees, and strategic partners.

In addition, academic institutions, governmental agencies, and other public and private research organizations may conduct research, seek patent protection, and establish collaborative arrangements for discovery, research, and marketing of products similar to ours.

These companies and institutions compete with us in recruiting and retaining qualified scientific and management personnel, as well as in acquiring necessary product technologies.

This regulation was then expanded to prohibit companies contracting with the U.S. government from using the products or services of certain Chinese companies anywhere in their operations.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

The UK is in the process of overhauling its medical device regulatory framework following its departure from the European Union (“EU”).

The UK regulatory framework will apply in Great Britain only, as Northern Ireland continues to follow the EU Medical Devices Regulation (“MDR”).

New post-market surveillance requirements took effect on June 16, 2025, while a draft of additional rules governing device classification and pre-market approval pathways are expected to be published in 2026.

The divergence of the new UK rules from EU law could adversely affect or delay our ability to obtain approval for our medical device products in the UK.

In addition, any delays in implementation, changes in interpretation, or additional requirements under the new UK regime could adversely affect our ability to market and service our products in Great Britain, which could have adverse impacts on our business.

In addition, during 2025, the U.S. federal government imposed new tariffs on imports from various countries including Mexico, Germany, and China, among others.

More generally, several governments, including the U.S., have raised the possibility of policies to induce “re-shoring” of supply chains, less reliance on imported supplies, and greater national production.

Examples include potential “Buy America” requirements in the U.S. If such steps by local governments triggered retaliation in other markets restricting access to foreign products in purchases by their government-owned healthcare systems, the result may have an adverse impact on our business, financial condition, or result of operations.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

risks related to the potential effects of negative publicity on our business.

The manufacture of our products requires the timely delivery of a sufficient amount of quality components and materials and is highly exacting and complex, due in part to complex trade and strict regulatory requirements.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

and generally do not maintain large volumes of components within our inventory.

Certain of our sole-sourced suppliers or single-sourced suppliers could be adversely affected by the macroeconomic conditions.

Furthermore, the prices of commodities and other materials used in our products, which are often volatile and outside of our control, and may be subject to tariffs, could adversely impact our supply.

For example, in 2025, the Chinese government announced export controls and licensing requirements applicable to certain products containing Chinese-origin rare earth elements and may implement additional controls in the future.

Rare earth elements are critical to certain components contained in our products, and China is a predominant producer of these materials.

If implemented in their current or a similar form, these measures may require us to obtain export licenses for certain of our products, and we may further experience supply chain disruptions as a result of limited availability of critical materials and minerals due to the restrictions.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

these third parties to deploy appropriate security programs to protect their systems.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

experience pricing pressure and a reduction in the number of procedures performed.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

regulatory authorization or certification in such countries or within such regions and causes, by action or inaction, the suspension of such marketing authorization or certification or sanctions for non-compliance.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

At the federal level, in January 2025, the Trump administration rescinded an executive order relating to the safe and secure development of AI technologies that was previously implemented by the Biden administration.

The Trump administration then issued a new executive order that, among other things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s global AI dominance,” and to specifically review and, if possible, rescind rulemaking taken pursuant to the rescinded Biden executive order.

Additionally, in December 2025, the Trump administration’s “Ensuring a National Policy Framework for Artificial Intelligence” Executive Order was signed.

This order calls for federal standards and legislation that would preempt conflicting state AI regulations and create a federal litigation task force focused on challenging state AI laws in court.

The Trump administration may continue to rescind other existing federal orders and/or administrative policies relating to AI technologies or may implement new executive orders and/or other rule making relating to AI technologies in the future.

U.S. states continue to advance a patchwork of AI regulatory frameworks, including general requirements around transparency, risk-management, and accountability for AI technologies.

Several states—such as Colorado, California, and Connecticut—have enacted or proposed laws governing high-risk AI uses, including rules that address algorithmic discrimination, impact assessments, and consumer disclosures.

- the building and maintenance of an organization capable of supporting geographically dispersed operations, including appropriate business procedures and controls;

- business interruptions due to natural disasters, outbreak of disease, climate change, and other events beyond our control.

In Israel, we have certain research and development operations primarily related to digital products.

Depending on the length and extent of conflicts in the Middle East, including Israel and Iran, there may be adverse impacts to certain research and development timelines.

In the UK, following a national referendum and enactment of legislation by the government, the UK formally withdrew from the EU and ratified a trade and cooperation agreement governing its relationship with the EU.

The EU–UK Trade and Cooperation Agreement (the “TCA”) was applied provisionally as of January 1, 2021, and entered into force on May 1, 2021.

The TCA does not specifically refer to medical devices.

However, as a result of Brexit, the EU Medical Devices Regulation will not be implemented in the UK, and previous legislation that sought to mirror the EU Medical Devices Regulation in the UK law has been revoked.

The regulatory regime for medical devices in Great Britain continues to be based on the requirements derived from previous EU legislation, and the UK may choose to retain regulatory flexibility or align with the EU Medical Devices Regulation going forward.

On January 9, 2024, the MHRA published a roadmap setting out its plans and timelines towards the reform of the regulatory framework for medical devices in the UK.

Regulations implementing core elements of the new framework are intended to be in place by 2025.

Pending such reform of the UK regulatory framework, the Government has confirmed that general medical devices compliant with the EU Medical Devices Directive with a valid declaration and CE marking can be placed on the Great Britain market up until the sooner of expiry of certificate or June 30, 2028.

Medical devices, including custom-made devices, compliant with the EU Medical Devices Regulation can be placed on the Great Britain market up until June 30, 2030.

The rules for placing medical devices on the market in Northern Ireland, which is part of the UK, differ from those in Great Britain (England, Scotland and Wales) and continue to be based on EU law.

The TCA does provide for cooperation and exchange of information in the area of product safety and compliance, including market surveillance, enforcement activities and measures, standardization-related activities, exchanges of officials, and coordinated product recalls (or other similar actions).

For medical devices that are locally manufactured but use components from other countries, the “rules of origin” criteria will need to be reviewed.

Depending on which countries products will ultimately be sold in, manufacturers may start seeking alternative sources for components if this would allow them to benefit from no tariffs.

The rules for placing medical devices on the Northern Ireland market will differ from those in Great Britain.

These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and our business would likely be impacted and the demand for our products could be depressed.

In addition, the U.S. federal government has implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods.

For example, on January 20, 2025, the U.S. presidential administration re-confirmed its intention to impose a 25% tariff on imports from Mexico and Canada into the United States as early as February 1, 2025.

As we currently manufacture a significant majority of our instruments and accessories in Mexicali, Mexico, a 25% tariff on all imports from Mexico would increase the costs of our products manufactured in Mexico and adversely impact our gross profit.

a result of purported product defects, the alleged failure to warn, and/or the alleged inadequate training by us of physicians regarding the use of the da Vinci surgical systems.

Certain of our sole-sourced suppliers or single-sourced suppliers could be adversely affected by the macroeconomic conditions, such as liquidity concerns in the broader financial services industry, that could result in delayed access or loss of access to their uninsured deposits or loss of their ability to draw on existing credit facilities involving a troubled or failed financial institution.

Additionally, prices of materials for some components remain elevated from historical levels due to strong market demand or supply chain cost inflation.

This may include names, addresses, phone numbers, email addresses, contact preferences, tax identification numbers, and payment account information.

For example, we require usernames and passwords in order to access our information technology systems and use encryption and authentication technologies to secure the transmission and storage of data.

While we devote significant resources to network security, data encryption, and other security measures to protect our systems and data, these security measures cannot provide absolute security.

We and certain of our service providers are, from time to time, subject to cyberattacks and security breaches and incidents.

We consider such cyberattacks or security breaches and incidents to be in the ordinary course of business for a company of our size in our industry.

Fluctuations in labor availability globally, including labor shortages and staff burnout and attrition, may also impact our ability to hire and retain personnel critical to our manufacturing, logistics, and commercial operations.

The loss of any of our qualified personnel or our inability to attract and retain qualified personnel could harm our business and our ability to compete, and related expenses could adversely affect our business, financial condition, or results of operations.

Moreover, if we fail to attract, motivate, or retain personnel or if we relax our standards in order to meet the demands of our growth, our corporate culture, our ability to achieve our strategic objectives, and our compliance with obligations under our internal controls and other requirements may be harmed.

Furthermore, public health

benefits and costs of such products.

The EU Data Protection Authorities have been active in their commitment to enforcing the GDPR.

The European Data Protection Board, as well as individual member states, continues to refine requirements under the GDPR resulting in increased obligations to demonstrate compliance through policies, procedures, training, transfer impact assessments, privacy notices, and audits.

The FTC has the authority to initiate enforcement actions against entities that make deceptive statements about privacy and data sharing in privacy policies, fail to limit third-party use of personal health information, fail to implement policies to protect personal health information, or engage in other unfair practices that harm customers or that may violate Section 5(a) of the FTC Act.

The FTC expects a company’s data security measures to be reasonable and appropriate in proportion to the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.

These laws are meant to be read and interpreted together (and in concert with the GDPR), ensuring that innovation respects individuals’ fundamental rights and that businesses act with integrity.

Surgeons using a da Vinci surgical system operate while seated [removed: comfortably] at a console viewing a 3D, high-definition image of the surgical field.

Our da Vinci products fall into five broad categories: da Vinci surgical systems, da Vinci instruments and accessories, da Vinci stapling, da Vinci energy, and da Vinci [removed: vision, including Firefly fluorescence imaging systems and da Vinci endoscopes.][added: vision.]

[removed: We] [added: Additionally, we] extended our fourth-generation platform by adding the da Vinci [removed: X surgical system, commercialized in 2017, and the da Vinci] SP surgical system, commercialized in 2018.

All da Vinci [added: surgical] systems include a surgeon’s console (or consoles), imaging electronics, a patient-side cart, and computational hardware and software.

We are in the early stages of launching our da Vinci SP surgical system, and we have an installed base of [removed: 273] [added: 377] da Vinci SP surgical systems as of December 31, [removed: 2024.][added: 2025.]

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

We also currently offer [removed: nine] [added: 14] core instruments on our da Vinci SP surgical system.

[removed: Macroeconomic Environment][added: Other Macroeconomic Environment Factors]

These isolated instances did not have a material impact [added: on our business] during [removed: 2024.][added: the fourth quarter of 2025.]

[removed: With elevated interest rates, access to credit is more difficult, and any] [added: Any] insolvency of certain suppliers, including sole- and single-sourced suppliers, may [removed: have] [added: present] heightened continuity risks.

[removed: Incidents] [added: Additionally, although incidents] of cybersecurity [removed: breaches, which] [added: breaches] have not significantly impacted our supply chain to date, [removed: also remain an active threat] [added: they continue] to [removed: sustained] [added: be actively monitored to protect] supply continuity.

[removed: We generate up-front] [added: Recurring] revenue [added: is recognized over time] from the placement of da Vinci surgical systems [removed: through sales or sales-type lease arrangements and recurring revenue over time through] [added: under] fixed-payment or usage-based operating lease [added: arrangements, as well as from service] arrangements.

[removed: We also earn recurring] [added: Recurring] revenue [added: is also recognized up-front] from the [removed: sales] [added: sale] of [removed: instruments, accessories,] [added: instruments] and [removed: services.][added: accessories.]

The da Vinci surgical system generally sells for between $0.7 million and $3.1 [removed: million,] [added: million (generally inclusive of one year of service),] depending on the model, configuration, and geography, and represents a significant capital equipment investment for our customers when purchased.

We generally earn between [removed: $800] [added: $900] and [removed: $3,600] [added: $3,700] of instruments and accessories revenue per surgical procedure performed, depending on the type and complexity of the specific procedures performed and the number and type of instruments used.

We typically enter into service contracts at the time systems are sold or leased at an annual fee between [removed: $100,000] [added: $95,000] and $225,000, depending on the configuration of the underlying system and the composition of the services offered under the contract.

Our system sale arrangements generally include a five-year period of service, with the first year of service [removed: provided for free.][added: generally included in the selling price of the system.]

The Ion endoluminal system generally sells for between $500,000 and [removed: $815,000.][added: $815,000 (generally inclusive of one year of service).]

We typically enter into service contracts at the time systems are sold or leased at an annual fee between $55,000 and [removed: $80,000.][added: $70,000.]

Recurring revenue [removed: consists of] [added: represents the revenue recognized from] instruments and [removed: accessories revenue, service revenue,] [added: accessories, service,] and operating lease [removed: revenue.][added: arrangements.]

Instruments and accessories revenue increased [added: by 19%] to [removed: $5.08] [added: $6.02] billion [removed: in 2024,] [added: for 2025,] compared to [removed: $4.28 billion in 2023 and $3.52] [added: $5.08] billion [removed: in 2022.][added: for 2024.]

The increase in [removed: service revenue] [added: 2025] was primarily driven by [removed: the growth of the] [added: a larger installed] base of [removed: installed da Vinci surgical] systems producing service [removed: revenue.][added: revenue and favorable product mix, particularly from da Vinci 5 surgical system placements.]

Management believes that the [removed: installed base,] number [removed: of placements,] and [removed: utilization] [added: type] of [removed: systems] [added: procedures] provide meaningful supplemental information regarding our performance, as management believes [removed: that the installed base, number of placements, and utilization of systems are indicators] [added: procedure volume is an indicator] of the rate of adoption of our robotic-assisted medical procedures as well as an indicator of future [removed: recurring revenue.][added: revenue (including revenue from usage-based operating lease arrangements).]

The following table summarizes our [added: da Vinci and Ion] system placements under leasing arrangements for the [removed: years ended December 31, 2024, 2023, and 2022:][added: periods presented (amounts in ones):]

| | | | [added: | | | 2025 | | | | | |] 2024 | | | | | | 2023 | | | | | | [removed: 2022] [added: 2025] | | | [added: | | | 2024 | | |]

| Da Vinci [added: Surgical] System Placements Under Leasing Arrangements | | | | | | | | | | | | | | | | | |

| Fixed-payment operating lease arrangements | | | [removed: 309] [added: 376] | | | | | | [removed: 304] [added: 309] | | | | | | [removed: 276] [added: 304] | | |

| Usage-based operating lease arrangements | | | [removed: 467] [added: 496] | | | | | | [removed: 355] [added: 467] | | | | | | [removed: 216] [added: 355] | | |

| Total da Vinci [added: surgical] system placements under operating lease arrangements | | | [removed: 776] [added: 872] | | | | | | [removed: 659] [added: 776] | | | | | | [removed: 492] [added: 659] | | |

| [removed: %] [added: *%] of Total da Vinci [added: surgical] system [removed: placements] [added: placements*] | | | [removed: 51] [added: *51%*] | | [removed: %] | | | | [removed: 48] [added: *51%*] | | [removed: %] | | | | [removed: 39] [added: *48%*] | | [removed: %] |

| Sales-type lease arrangements | | | [removed: 88] [added: 40] | | | | | | [removed: 45] [added: 88] | | | | | | [removed: 99] [added: 45] | | |

| Total da Vinci [added: surgical] system placements under leasing arrangements | | | [removed: 864] [added: 912] | | | | | | [removed: 704] [added: 864] | | | | | | [removed: 591] [added: 704] | | |

| Fixed-payment operating lease arrangements | | | [removed: 85] [added: 43] | | | | | | [removed: 63] [added: 85] | | | | | | [removed: 61] [added: 63] | | |

| Usage-based operating lease arrangements | | | [removed: 68] [added: 53] | | | | | | [removed: 54] [added: 68] | | | | | | [removed: 40] [added: 54] | | |

| Total Ion system placements under operating lease arrangements | | | [removed: 153] [added: 96] | | | | | | [removed: 117] [added: 153] | | | | | | [removed: 101] [added: 117] | | |

| [removed: % of Total Ion system placements] [added: Ion System Placements by Region] | | | [removed: 56] | | [removed: %] | | | | [removed: 55] | | [removed: %] | | | | [removed: 53] | | [removed: %] |

| Sales-type lease arrangements | | | [removed: 4] [added: 10] | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 11] [added: 5] | | |

| Total Ion system placements under leasing arrangements | | | [removed: 157] [added: 106] | | | | | | [removed: 122] [added: 157] | | | | | | [removed: 112] [added: 122] | | |

Operating lease revenue has grown at a faster rate than overall systems revenue and was [removed: $654] [added: $874] million, [removed: $501] [added: $654] million, and [removed: $377] [added: $501] million [removed: for the years ended December 31,] [added: in 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively, of which [removed: $338] [added: $531] million, [removed: $217] [added: $338] million, and [removed: $133] [added: $217] million, respectively, was variable lease revenue related to our usage-based operating lease arrangements.

[added: We generally set fixed-payment and usage-based] operating lease arrangements’ pricing at a modest premium relative to purchased systems reflecting the time value of money and, in the case of usage-based operating lease arrangements, the risk that system utilization may fall short of anticipated levels.

We refer to our fiscal years ended December 31, 2025, 2024, and 2023 as “2025,” “2024,” and “2023,” respectively.

Unless the context requires otherwise, we are referring to Intuitive Surgical, Inc. and its consolidated subsidiaries when we use the terms “Intuitive,” the “Company,” “we,” “our,” or “us.”

We extended our fourth-generation platform by adding the da Vinci X surgical system, commercialized in 2017 and targeted at more cost-sensitive markets.

In June 2025, we obtained regulatory clearance in Japan for the da Vinci 5 surgical system for use in all surgical specialties and procedures indicated for da Vinci Xi, except for cardiac indications.

In July 2025, we obtained European certification in accordance with the EU MDR for the da Vinci 5 surgical system for adult and pediatric use in minimally invasive endoscopic procedures across abdominopelvic and thoracoscopic surgical procedures, including urologic, gynecologic, and general laparoscopic procedures, excluding the use of force feedback.

We intend to seek European certification for the use of force feedback in the future.

In our OUS markets, we are in the midst of a phased launch of our da Vinci 5 surgical system over several quarters.

As of December 31, 2025, we have an installed base of 1,231 da Vinci 5 surgical systems.

Trade and Tariffs Update

Beginning in 2025, the U.S. implemented a baseline tariff framework on most imports with higher country- and product-specific rates for certain trading partners, including Mexico, Germany, and China, among others, alongside reciprocal measures announced by other jurisdictions.

Our disclosure reflects tariffs currently in effect or announced as of the date of this report and assumes such tariffs remain in place, consistent with how we reflect tariff impacts in our financial outlook.

We currently manufacture a significant majority of our instruments and accessories in Mexicali, Mexico.

Most of these products qualify as originating under the USMCA and, therefore, have not been subject to U.S. import tariffs to date.

In addition, our operations involve importing certain raw materials from China, importing sub-assemblies to support our local da Vinci Xi surgical system manufacturing in China, and selling U.S.-manufactured da Vinci Xi

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

surgical systems into China.

These imports into the U.S. and China are subject to tariffs, which we expect to continue to have an adverse impact on the product cost of our da Vinci Xi surgical system in China.

Some of our suppliers have also incurred incremental tariffs and have passed or may pass on those additional costs to us.

These pass-through tariffs and other specific tariff actions against steel and aluminum, critical minerals, semiconductors, and other products have not had a material direct impact on our operations to date, but the long-term effect of these and other existing and future tariff actions is difficult to predict.

U.S. tariffs have also given rise to trade measures by other countries, including additional restrictions on certain exports.

These trade measures could impact the reliability and efficiency of our supply chain if they are imposed on materials important to our production operations.

In particular, restrictions on the export of rare earth elements, including magnets, and critical minerals from China could potentially restrict access to components used in many of our products and could have a material adverse effect on our business, financial condition, or results of operations.

In 2025, tariffs and other trade measures have increased our cost of revenues by approximately $63.0 million.

Based on the announced and implemented global tariffs as of the date of this report, and assuming such tariffs remain in place, we expect our cost of revenues driven by tariffs and other trade measures to continue to increase in 2026.

Future changes to tariff rates and the imposition of new tariffs by the U.S. and/or other countries could result in a material impact to our results of operations.

The ultimate impact of changes to tariffs and trade barriers will depend on various factors, including the timing, amount, scope, and nature of any tariffs or trade barriers that are implemented, all of which could have a material adverse effect on our business, financial condition, or results of operations.

Remanufactured Instruments

Third parties have offered, and may continue to offer, instruments that have been modified to support the use of some of our limited-use instruments beyond their labeled life.

We are aware that the FDA has granted 510(k) clearance for the remanufacturing of certain of these instruments for use with our da Vinci Si, da Vinci X, and da Vinci Xi surgical systems.

To date, such offerings have not had a material impact on our revenues, but such activities could result in reduced revenue if these products have broader uptake as well as generate negative publicity for us if these products cause injuries and/or do not function as intended when used.

Both of these possibilities could have a material adverse effect on our business, financial condition, or results of operations.

For further details on remanufactured instruments, refer to the “Products & Services – Da Vinci – Instruments” section of our corporate website.

The inclusion of a reference to our corporate website in this filing does not include or incorporate by reference the information on our website into this Form 10-K.

Our future results of operations and liquidity could be materially adversely affected by uncertainties surrounding macroeconomic and geopolitical factors both in the U.S. and globally.

These uncertainties include any introduction or modification of tariffs or trade barriers, supply chain challenges, inflationary pressures, elevated interest rates, and disruptions in the commodity markets stemming from conflicts, such as those between Russia and Ukraine and conflicts in the Middle East.

During the fourth quarter of 2025, we continued to experience isolated stresses to supply, particularly for specific component materials impacted by evolving trade requirements and at certain subcontract suppliers that were operationally challenged to meet our production requirements.

As a result of the escalation in tariffs and country-specific trade requirements, including export license controls between major economies, we may experience tariff-related inflation in raw materials costs as well as supply shortages based on shipment delays and the availability of alternative sources of supply for critical materials used in the manufacture of finished products.

Elevated interest rates may also impact the ability of certain suppliers to fund necessary investments in capacity and infrastructure.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

*Da Vinci Surgical Systems*

Overview

We are in the early stages of launching da Vinci 5, and we have an installed base of 362 da Vinci 5 surgical systems as of December 31, 2024.

We are in the midst of a phased launch over several quarters, giving us time to mature our supply and manufacturing processes for the new system.

Additionally, we are in the regulatory process in Japan and Europe for da Vinci 5.

Our future results of operations and liquidity could be materially adversely affected by uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally characterized by the supply chain environment, inflationary pressure, elevated interest rates, disruptions in the commodities’ markets as a result of the conflict between Russia and Ukraine and conflicts in the Middle East, including Israel and Iran, and the introduction of or changes in tariffs or trade barriers.

Supply chain constraints have generally improved to pre-COVID-19 pandemic levels, with some isolated residual stresses, particularly for engineered raw materials and at certain subcontract suppliers that are operationally challenged to meet our production requirements.

Additionally, material and labor prices to produce some components remain elevated from historical levels due to market dynamics, demand mix, or general cost inflation within the supply chain.

COVID-19 Pandemic

COVID-19 has had a negative impact on our procedure volumes during periods with COVID-19 outbreaks due to patient delays in both the diagnosis and treatment of diseases.

While such delays have negatively impacted our procedure volumes in periods with COVID-19 outbreaks, we believe that these delays have also resulted in increased procedure volumes during those periods following such outbreaks, due to the treatment of patients in backlogs that were created during the COVID-19 outbreak.

In the first fiscal quarter of 2023, COVID-19 resurgences in China negatively impacted our procedure volumes in the region.

However, as infections and hospitalization decreased, our procedure volumes recovered.

We did not experience significant procedure volume disruptions due to COVID-19 outbreaks in any of our geographic markets during the remainder of 2023.

Instead, throughout 2023, we saw a positive impact on procedure volumes and believe that such positive impacts were partially attributable to patients who had deferred treatment returning for diagnosis and treatment.

During 2024, we did not experience noticeable procedure volume disruptions due to COVID-19.

We also believe that a large portion of the patients in the backlog that required treatment during the COVID-19 pandemic have now been treated.

Therefore, we believe that the impact of patient backlogs was less significant on procedure volumes in 2024 than what was experienced in 2023.

Business Model

Recurring revenue increased to $7.04 billion, or 84% of total revenue in 2024, compared to $5.94 billion, or 83% of total revenue in 2023, and $4.92 billion, or 79% of total revenue in 2022.

Instruments and accessories revenue has grown at a faster rate than systems revenue over time.

The increase in instruments and accessories revenue largely reflects continued procedure adoption.

Service revenue was $1.31 billion in 2024, compared to $1.17 billion in 2023 and $1.02 billion in 2022.

The installed base of da Vinci surgical systems grew 15% to approximately 9,902 as of December 31, 2024; 14% to approximately 8,606 as of December 31, 2023; and 12% to approximately 7,544 as of December 31, 2022.

We use the installed base, number of placements, and utilization of systems as metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons.

Management believes that both it and investors benefit from referring to the installed base, number of placements, and utilization of systems in assessing our performance and when planning, forecasting, and analyzing future periods.

The installed base, number of placements, and utilization of systems also facilitate management’s internal comparisons of our historical performance.

We believe that the installed base, number of placements, and utilization of systems are useful to investors as metrics, because (1)

they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and (2) they are used by institutional investors and the analyst community to help them analyze the performance of our business.

The vast majority of our installed systems are connected via the internet.

System logs can also be accessed by field engineers for systems that are not connected to the internet.

We utilize this information as well as other information from agreements and discussions with our customers that involve estimates and judgments, which are, by their nature, subject to substantial uncertainties and assumptions.

Estimates and judgments for determining the installed base, number of placements, and utilization of systems may be impacted over time by various factors, including system internet connectivity, hospital and distributor reporting behavior, and inherent complexities in new agreements.

Such estimates and judgments are also susceptible to technical errors.

In addition, the relationship between the installed base, number of placements, and utilization of systems and our revenues may fluctuate from period to period, and growth in the installed base, number of placements, and utilization of systems may not correspond to an increase in revenue.

The installed base, number of placements, and utilization of systems are not intended to be considered in isolation or as a substitute for, or superior to, revenue or other financial information prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

We generally set fixed-payment and usage-based

Systems revenue declined 1% to $1.68 billion in 2022.

Procedure and Placement Seasonality

In addition, historically, placements of our da Vinci surgical systems have tended to be heavier in the fourth quarter and lighter in the first quarter, as hospital budgets are reset.

system in simple prostatectomy procedures.

The weighted average duration of our portfolio as of December 31, [removed: 2024,] [added: 2025,] was approximately [removed: 1.3] [added: 0.9] years.

A hypothetical increase or decrease in interest rates by 25 basis points would have resulted in a decrease or increase in the fair value of our net investment position of approximately [removed: $28] [added: $19] million, respectively, as of December 31, [removed: 2024.][added: 2025.]

For [removed: the year ended December 31, 2024,] [added: 2025,] sales denominated in foreign currencies were approximately 24% of total revenue.

For [removed: the year ended December 31, 2024,] [added: 2025,] our revenue would have decreased by approximately [removed: $118] [added: $140] million if the U.S. dollar exchange rate strengthened by [removed: 10%.][added: 10% against the foreign-denominated foreign currencies in which we sell.]

A 10% strengthening of the U.S. dollar exchange rate against all currencies to which we have exposure, after considering foreign currency hedges and offsetting positions as of December 31, [removed: 2024,] [added: 2025,] would have resulted in an approximately [removed: $12] [added: $2] million [removed: increase] [added: decrease] in the carrying amounts of those net assets.

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

Since our founding [added: over] 30 years ago, we have been delivering on this mission and vision by combining innovative technology with clinical expertise to advance minimally invasive care.

We do so by providing a comprehensive ecosystem that includes robotic-assisted systems, instruments and accessories, customer learning, and [added: customer] support services all connected by a digital portfolio that enables actionable insights across the care continuum.

To assure continued alignment with the patients and healthcare community we serve, we have adopted the Quintuple Aim as our “north star.” Starting [removed: foremost] with a focus on patients, we seek to demonstrate that our products can deliver better outcomes that are validated by [removed: rigorous] [added: rigorous, independent, and] peer-reviewed evidence.

Second, we aim to [removed: work with clinicians and care teams to] create better patient experiences that enable patients to [removed: more quickly] get back to what matters most in their [removed: lives,] [added: lives more quickly,] with fewer complications, less pain and discomfort, and greater predictability.

Lastly, we aim to expand access to high-quality minimally invasive care by [removed: partnering] [added: working together] with hospitals, healthcare systems, [removed: and] patient advocacy [removed: groups] [added: groups, and other stakeholders] to address barriers to care.

While surgery and acute interventions have improved significantly in the past few decades, there remains a significant need [removed: to improve] [added: for improvement] across all aspects of the Quintuple Aim.

[removed: Stakeholders] [added: Healthcare payers and providers] continue to expect better clinical outcomes and decreased variability of outcomes across clinicians and care teams.

Globally, [added: some] healthcare systems continue to be stressed and lacking in critical resources, including the professionals who staff care teams.

In the face of these challenges, we [removed: continue to] believe that we are well-positioned to synthesize scientific and technological advances in biology, computing, imaging, algorithms, and robotics to deliver meaningful and measurable value to all of our stakeholders.

These [removed: systems] [added: platforms] include da Vinci surgical systems, which are designed to enable a wide range of surgical procedures [added: across a broad patient population] using a minimally invasive approach, and the Ion endoluminal system, which extends our commercial offerings beyond surgery into diagnostic procedures, enabling minimally invasive biopsies in the lung.

[removed: *Da] [added: Da] Vinci Surgical [removed: Systems*][added: Systems]

In 2000, the FDA cleared da Vinci for [added: use in] general laparoscopic surgery.

[removed: Since then, we have received numerous additional indications within the U.S. as well as outside of the U.S.] Refer to the section titled “Regulatory Activities” in our Management’s Discussion and Analysis of Financial Condition and Results of Operations for more recent regulatory clearances, approvals, and certification.

There are several models of the da Vinci surgical system currently [removed: used] [added: in use] by our [removed: customers:] [added: customers globally; these include] our recently released fifth-generation da Vinci 5 surgical system, our fourth-generation da Vinci X, da Vinci Xi, and da Vinci SP surgical systems, [added: and] our third-generation da Vinci Si surgical [removed: system, and our second-generation da Vinci S surgical] system.

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

[added: Surgeon Console.] The da Vinci surgical system allows surgeons to operate while comfortably seated at an ergonomic console viewing a [removed: 3DHD] [added: three-dimensional, high definition (“3DHD”)] image of the surgical field.

On most of our current systems (da Vinci 5, da Vinci X*,* da Vinci Xi, da Vinci SP, and da Vinci Si), a second surgeon console may be used in two ways: to provide assistance to the primary surgeon during surgery or to act as an active [added: learning] aid during surgeon-proctor training sessions.

[added: Patient-Side Cart.] The patient-side cart holds electromechanical arms that [added: translate the motion of the surgeon’s hand to] manipulate the instruments inside the patient.

[removed: The fourth instrument arm] [added: Firefly] is a [removed: standard, integrated] [added: standard] feature [removed: on] [added: of] the da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci [removed: Si surgical] [added: SP *s*urgical] systems.

[added: 3DHD Vision System.] Our vision system includes a 3DHD endoscope with two independent vision channels linked to two separate color monitors through sophisticated image processing electronics and software.

A digital zoom feature in the 3DHD vision system allows surgeons to magnify the surgical field of view without adjusting the endoscope [removed: position and, thereby, reduces] [added: position, reducing] interference between the endoscope and instruments.

The 3DHD vision system is a standard, integrated feature on [removed: the da Vinci 5, da Vinci X*,* da Vinci Xi*,* da Vinci SP, da Vinci Si*,* and da Vinci S] [added: all of our] surgical systems.

[added: Firefly Fluorescence Imaging (“Firefly”).] This imaging capability combines an injectable fluorescent dye with a specialized da Vinci camera head, endoscope, and laser-based illuminator to allow surgeons to identify vasculature, tissue perfusion, or biliary ducts in three dimensions beneath tissue surfaces in real-time.

[added: Da Vinci] Integrated Table [added: Motion. Integrated Table] Motion coordinates the movements of the da Vinci robotic arms with an advanced operating room (“OR”) table, the TS 7000dV OR Table sold by Hillrom (now a part of Baxter International [removed: Inc.), to enable managing the patient’s position in real-time while the da Vinci robotic arms remain docked.][added: Inc.).]

This gives OR teams the capability to [removed: improve] [added: dynamically change] the positioning of the operating table during da Vinci surgical system [removed: procedures.][added: procedures to manage the patient’s position in real-time while the da Vinci robotic arms remain docked.]

[removed: It] [added: This] enables surgeons to extend reach, facilitate access, and choose the angle of approach to target anatomy, as well as reposition the table during the procedure to enhance anesthesiologists’ management of the patient.

[removed: *Ion] [added: Ion] Endoluminal [removed: System*][added: System]

The system features an ultra-thin, ultra-maneuverable catheter that can articulate 180 degrees in all [removed: directions and allows navigation far into the peripheral][added: directions.]

Many suspicious lesions found in the lung may be small and difficult to access, which can make diagnosis challenging, and Ion helps physicians obtain tissue samples from deep within the [added: peripheral] lung, which could help enable earlier diagnosis.

We offer a comprehensive suite of stapling, energy, and core instrumentation for our [removed: multi-port] da Vinci surgical systems.

Our technology is designed to transform the surgeon’s natural hand movements outside of the body into corresponding micro-movements inside the patient’s body and [removed: suture] [added: operate] with precision, just as they can in open surgery.

[added: Da Vinci Instruments.] Most of the instruments that we manufacture incorporate wristed joints for natural dexterity and tips customized for various surgical procedures.

A programmed memory chip inside each instrument performs several functions that help determine how the da Vinci [added: surgical] system and instruments work together.

[added: Da Vinci Stapling.] The SureForm and EndoWrist staplers are wristed, stapling instruments intended for resection, transection, and creation of anastomoses.

[removed: The] SureForm [removed: 30, 45, and 60] staplers are single-use, fully wristed, stapling instruments intended to be used in general, thoracic, gynecologic, urologic, and pediatric surgical procedures.

The SureForm 45 stapler may receive particular use in thoracic and colorectal procedures where maneuverability and visualization are [removed: limited.][added: limited; we now also have a SureForm 45 stapler available for the da Vinci SP surgical system.]

[added: Da Vinci Energy.] Our first-generation E-100 generator is offered as an upgrade to power our da Vinci Vessel Sealer Extend and SynchroSeal instruments.

[removed: It] [added: Vessel Sealer Extend] is [added: a single-use, fully wristed, advanced bipolar instrument that is] intended for grasping and blunt dissection of tissue, bipolar coagulation, and mechanical transection of vessels up to 7 mm in diameter and tissue bundles that fit in the jaws of the instrument.

This instrument enables surgeons to control vessel [removed: sealing, while providing the benefits of robotic-assisted surgery,] [added: sealing] and is designed to enhance surgical efficiency and autonomy in a variety of general and gynecologic surgical procedures.

[added: Accessory Products.] We sell various accessory products, which are used in conjunction with the da Vinci surgical [removed: systems as surgical procedures are performed.][added: systems.]

Product and brand names and logos, including Intuitive, da Vinci, and Ion, are trademarks or registered trademarks of Intuitive Surgical, Inc. or one of its subsidiaries or of their respective owners.

Additional information about our trademarks can be found on our website at www.intuitive.com/trademarks.

Although we reference our trademarks located on our website, this list of trademarks and any other materials on our corporate website are not incorporated by reference into this Form 10-K or any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act.

Our robotic-assisted platforms extend the care teams’ capabilities to deliver minimally invasive care.

Intuitive launched its first da Vinci surgical system in 1999, with the goals of enhancing surgical capabilities and facilitating less invasive care through improved precision, vision, and control.

Since then, we have received numerous additional indications in the U.S. and in countries around the world, for a broad array of procedures across general surgery, urologic, gynecologic, cardiothoracic, and head and neck specialties, among others.

Our recently released da Vinci 5 surgical system builds on da Vinci Xi’s highly functional design, featuring force feedback technology and instruments that enable surgeons to sense and measure the force exerted on tissue during surgery.

It also includes new surgeon controllers, powerful vibration and tremor controls, a next-generation 3D display and image system, and throughput and workflow enhancements, such as an integrated electrosurgical unit and insufflation capabilities technology.

Da Vinci 5 has more than 10,000 times the computing power of da Vinci Xi, allowing for innovative new system capabilities and advanced digital experiences, including integration with our My Intuitive app, SimNow (virtual reality simulator), Case Insights (computational observer), and Intuitive Hub (edge computing system).

Additionally, the redesigned console provides greater surgeon comfort with customizable positioning, allowing surgeons to find their best fit for surgical viewing and comfort, including the ability to sit completely upright.

In addition, surgeons can control 3D virtual pointers to better facilitate training and other care team interactions.

Our da Vinci single-port (“SP”) surgical system is designed for single-incision or natural orifice surgery.

A single arm delivers three multi-jointed instruments and a fully articulating 3DHD endoscope for visibility and control in narrow surgical spaces.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

Ion incorporates real-time shape-sensing technology, which allows for navigation into all segments of the lung and provides the procedural stability necessary for precision in a biopsy.

Additionally, we recently introduced our 8 mm SureForm 30 Curved-Tip stapler and reloads (gray, white, and blue), which were designed to help surgeons better visualize and reach anatomy through a combination of the 8 mm diameter instrument shaft and jaws, 120-degree cone of wristed articulation, and the curved tip.

As it fits through the 8 mm da Vinci surgical system instrument cannula, the stapler allows different angles for surgeons to approach patient anatomy.

Consistent with our other SureForm staplers, the 8 mm SureForm 30 Curved-Tip stapler integrates SmartFire technology, which makes automatic adjustments to the firing process as staples are formed and the transection is made.

The technology takes more than 1,000 measurements per second, helping achieve a consistent staple line.

When connected to a da Vinci surgical system, the E-200 delivers high-frequency energy to da Vinci instruments, with control and status messages communicated through an Ethernet cable.

The E-200 generator is also compatible with third-party handheld monopolar and bipolar instruments, as well as fingerswitch-equipped instruments and Intuitive-provided auxiliary footswitches.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

generator includes the same advanced energy capability as the E-100 generator and supports the same vessel sealing instruments.

It is compatible with our da Vinci 5, da Vinci X, and da Vinci Xi surgical systems.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

more interactive and engaging customer experience.

Data that powers our digital solutions comes from our vast network of connected surgical systems.

This network also enables Intuitive to proactively monitor product performance with high uptime reliability, as well as to provide timely software updates.

My Intuitive+. My Intuitive+ is a digital subscription package available with the da Vinci 5 platform.

It is designed to enable da Vinci users to access surgical video and data collected to objectively understand their surgical performance,

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

collaborate in real time, and receive personalized training exercises.

The solutions included in this package are Case Insights, Telepresence, and SimNow 2.

Physician Value. Intuitive products and services provide physicians with reliable and easy-to-use products that deliver superior ergonomics.

We help surgeons easily track and analyze their procedures and processes through the My Intuitive app to explore their data and gain insights into their program and training needs.

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

traditional open surgery or MIS.

*Upper Gastrointestinal (GI).* Upper GI surgery treats conditions affecting the upper part of the digestive system, such as stomach ulcers, esophageal strictures, hiatal hernias, and various cancers.

Common procedures includes gastrectomy, hiatal hernia repair, and Nissen fundoplication to treat severe gastroesophogeal reflux disease.

Da Vinci surgical systems allow surgeons to reach and operate in constricted areas of the abdomen that can be difficult to reach.

Intuitive®, Intuitive Surgical*®*, da Vinci®, da Vinci S®, da Vinci Si®, da Vinci X®, da Vinci Xi®, da Vinci 5™, da Vinci SP®, EndoWrist®, Firefly®, Flexision®, Intuitive 3D Models™, Intuitive Hub™, Ion®, My Intuitive™, OnSite®, SimNow®, SureForm®, and SynchroSeal® are trademarks or registered trademarks of the Company.

Advanced robotic systems provide precise, powerful platforms with high-performance vision, extending the care team’s capabilities to enhance minimally invasive care.

By striving to find less invasive ways to enter the body, provide clearer views of anatomy and more precise tissue interactions, and help hone surgical skills, Intuitive launched its first da Vinci surgical system in 1999.

The da Vinci surgical

systems are designed to enable surgeons to perform a wide range of surgical procedures within our targeted general surgery, urologic, gynecologic, cardiothoracic, and head and neck specialties.

Da Vinci systems offer surgeons three-dimensional, high definition (“3DHD”) vision, a magnified view, and robotic and computer assistance.

They use specialized instrumentation, including a miniaturized surgical camera (endoscope) and wristed instruments (e.g., scissors, scalpels, and forceps) that are designed to help with precise dissection and reconstruction deep inside the body.

*Surgeon Console*.

In addition, surgeons can control 3D virtual pointers to augment the dual-surgeon experience.

*Patient-Side Cart*.

Our da Vinci single-port (“SP”) surgical system includes a single arm with three multi-jointed, wristed instruments and the first da Vinci fully wristed, 3DHD camera.

*3DHD Vision System*.

*Firefly Fluorescence Imaging (“Firefly”)*.

Firefly is a standard feature of the da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci SP *s*urgical systems and is available as an upgrade on our da Vinci Si surgical system.

*Da Vinci Integrated Table Motion*.

Integrated Table Motion enables the patient to be dynamically positioned during the procedure.

lung and provides the stability necessary for precision in a biopsy.

*Da Vinci Instruments*.

*Da Vinci Stapling*.

*Da Vinci Energy*.

Vessel Sealer Extend is a single-use, fully wristed, advanced bipolar instrument that is compatible with our da Vinci 5, da Vinci X, and da Vinci Xi surgical systems.

*Accessory Products*.

*Ion Instruments*.

airway visualization for catheter navigation, and our Flexision biopsy needles, which are used to procure tissue samples from lung nodules.

analytics, view orders and maintenance history, and initiate product returns and exchanges to help achieve the operational and financial goals of a robotics program.

*Intuitive Hosted & Managed Services.* The vast majority of our systems are network connected and directly communicate with Intuitive to enable proactive monitoring of product performance to provide high uptime reliability, as well as provide software updates and data insights to Intuitive customers.

*Intuitive Hub*.

For the care team, Intuitive Hub acts as a point-of-care device that automates tasks, such as video recording and bookmarking.

The Intuitive Telepresence application on Hub can be used to facilitate peer-to-peer collaboration, learning, and support.

Video captured during surgery and da Vinci system data are connected via Intuitive Hub for physicians to access after a surgical procedure, helping to facilitate personalized learning and increase efficiency.

Our goal is to provide products to

Furthermore, we will work to increase access to minimally invasive care.

Our da Vinci surgical system provides an ergonomic platform for surgeons to perform their procedures.

We seek to provide surgeons with reliable and easy-to-use products.

For example, the change to cloud-based analytics and routine use of local analytics may help surgeons track their procedures and processes and, with a network-connected smartphone and the My Intuitive app, surgeons can access and explore their procedure data, such as console time and instrument usage, to gain insights into their program.

For example, we believe robotic-assisted surgery with the da Vinci surgical system is a cost-effective approach to many surgeries as compared to alternative treatment options, as recognized in many published studies.

da Vinci stapler products) and our Integrated Table Motion product target the more complex procedure segment.

As of December 31, 2024, we had an installed base of 9,902 da Vinci surgical systems, including 5,807 in the U.S., 1,867 in Europe, 1,745 in Asia, and 483 in the rest of the world.

We estimate that surgeons using our technology completed approximately 2,683,000 surgical procedures of various types in hospitals throughout the world during the year ended December 31, 2024.

Additionally, over time, we believe that there are numerous additional applications that can be addressed with our Ion endoluminal system.

The information included in [Note 8 to the Consolidated Financial [removed: Statements](#i4ebfb7d693504e7ea6b45dad3395a031_259)] [added: Statements](#ia1fb1a5252904fe68dcec7c16634164c_259)] included in Part II, Item 8 of this report is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, [removed: 2024,] [added: 2025,] based upon the closing price of Common Stock on such date as reported on The Nasdaq Global Select Market, was approximately [removed: $157.3] [added: $193.9] billion.

The number of outstanding shares of the registrant’s common stock as of January [removed: 27, 2025,] [added: 28, 2026,] was [removed: 356,656,964.][added: 355,130,237.]

Part III incorporates information by reference to the definitive proxy statement for the Company’s Annual Meeting of Stockholders to be held on or about [removed: May 1, 2025,] [added: April 30, 2026,] to be filed within 120 days of the registrant’s fiscal year ended December 31, [removed: 2024.][added: 2025.]

| [Item [removed: 1.](#i4ebfb7d693504e7ea6b45dad3395a031_19)] [added: 1.](#ia1fb1a5252904fe68dcec7c16634164c_19)] | | | [removed: [Business](#i4ebfb7d693504e7ea6b45dad3395a031_19)] [added: [Business](#ia1fb1a5252904fe68dcec7c16634164c_19)] | | | [removed: [6](#i4ebfb7d693504e7ea6b45dad3395a031_19)] [added: [6](#ia1fb1a5252904fe68dcec7c16634164c_19)] | | |

| [Item [removed: 1A.](#i4ebfb7d693504e7ea6b45dad3395a031_67)] [added: 1A.](#ia1fb1a5252904fe68dcec7c16634164c_67)] | | | [Risk [removed: Factors](#i4ebfb7d693504e7ea6b45dad3395a031_67)] [added: Factors](#ia1fb1a5252904fe68dcec7c16634164c_67)] | | | [removed: [26](#i4ebfb7d693504e7ea6b45dad3395a031_67)] [added: [27](#ia1fb1a5252904fe68dcec7c16634164c_67)] | | |

| [Item [removed: 1B.](#i4ebfb7d693504e7ea6b45dad3395a031_82)] [added: 1B.](#ia1fb1a5252904fe68dcec7c16634164c_82)] | | | [Unresolved Staff [removed: Comments](#i4ebfb7d693504e7ea6b45dad3395a031_82)] [added: Comments](#ia1fb1a5252904fe68dcec7c16634164c_82)] | | | [removed: [57](#i4ebfb7d693504e7ea6b45dad3395a031_82)] [added: [58](#ia1fb1a5252904fe68dcec7c16634164c_82)] | | |

| [Item [removed: 1C.](#i4ebfb7d693504e7ea6b45dad3395a031_85)] [added: 1C.](#ia1fb1a5252904fe68dcec7c16634164c_85)] | | | [removed: [Cybersecurity](#i4ebfb7d693504e7ea6b45dad3395a031_85)] [added: [Cybersecurity](#ia1fb1a5252904fe68dcec7c16634164c_85)] | | | [removed: [57](#i4ebfb7d693504e7ea6b45dad3395a031_85)] [added: [58](#ia1fb1a5252904fe68dcec7c16634164c_85)] | | |

| [Item [removed: 2.](#i4ebfb7d693504e7ea6b45dad3395a031_88)] [added: 2.](#ia1fb1a5252904fe68dcec7c16634164c_88)] | | | [removed: [Properties](#i4ebfb7d693504e7ea6b45dad3395a031_88)] [added: [Properties](#ia1fb1a5252904fe68dcec7c16634164c_88)] | | | [removed: [58](#i4ebfb7d693504e7ea6b45dad3395a031_88)] [added: [59](#ia1fb1a5252904fe68dcec7c16634164c_88)] | | |

| [Item [removed: 3.](#i4ebfb7d693504e7ea6b45dad3395a031_91)] [added: 3.](#ia1fb1a5252904fe68dcec7c16634164c_91)] | | | [Legal [removed: Proceedings](#i4ebfb7d693504e7ea6b45dad3395a031_91)] [added: Proceedings](#ia1fb1a5252904fe68dcec7c16634164c_91)] | | | [removed: [58](#i4ebfb7d693504e7ea6b45dad3395a031_91)] [added: [59](#ia1fb1a5252904fe68dcec7c16634164c_91)] | | |

| [Item [removed: 4.](#i4ebfb7d693504e7ea6b45dad3395a031_94)] [added: 4.](#ia1fb1a5252904fe68dcec7c16634164c_94)] | | | [Mine Safety [removed: Disclosures](#i4ebfb7d693504e7ea6b45dad3395a031_94)] [added: Disclosures](#ia1fb1a5252904fe68dcec7c16634164c_94)] | | | [removed: [58](#i4ebfb7d693504e7ea6b45dad3395a031_94)] [added: [59](#ia1fb1a5252904fe68dcec7c16634164c_94)] | | |

| [Item [removed: 5.](#i4ebfb7d693504e7ea6b45dad3395a031_100)] [added: 5.](#ia1fb1a5252904fe68dcec7c16634164c_100)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i4ebfb7d693504e7ea6b45dad3395a031_100)] [added: Securities](#ia1fb1a5252904fe68dcec7c16634164c_100)] | | | [removed: [59](#i4ebfb7d693504e7ea6b45dad3395a031_100)] [added: [60](#ia1fb1a5252904fe68dcec7c16634164c_100)] | | |

| [Item [removed: 6.](#i4ebfb7d693504e7ea6b45dad3395a031_106)] [added: 6.](#ia1fb1a5252904fe68dcec7c16634164c_106)] | | | \[RESERVED\] | | | [removed: [60](#i4ebfb7d693504e7ea6b45dad3395a031_106)] [added: [61](#ia1fb1a5252904fe68dcec7c16634164c_106)] | | |

| [Item [removed: 7.](#i4ebfb7d693504e7ea6b45dad3395a031_109)] [added: 7.](#ia1fb1a5252904fe68dcec7c16634164c_109)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4ebfb7d693504e7ea6b45dad3395a031_109)] [added: Operations](#ia1fb1a5252904fe68dcec7c16634164c_109)] | | | [removed: [61](#i4ebfb7d693504e7ea6b45dad3395a031_109)] [added: [62](#ia1fb1a5252904fe68dcec7c16634164c_109)] | | |

| [Item [removed: 7A.](#i4ebfb7d693504e7ea6b45dad3395a031_211)] [added: 7A.](#ia1fb1a5252904fe68dcec7c16634164c_211)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4ebfb7d693504e7ea6b45dad3395a031_211)] [added: Risk](#ia1fb1a5252904fe68dcec7c16634164c_211)] | | | [removed: [86](#i4ebfb7d693504e7ea6b45dad3395a031_211)] [added: [86](#ia1fb1a5252904fe68dcec7c16634164c_211)] | | |

| [Item [removed: 8.](#i4ebfb7d693504e7ea6b45dad3395a031_214)] [added: 8.](#ia1fb1a5252904fe68dcec7c16634164c_214)] | | | [Financial Statements and Supplementary [removed: Data](#i4ebfb7d693504e7ea6b45dad3395a031_214)] [added: Data](#ia1fb1a5252904fe68dcec7c16634164c_214)] | | | [removed: [87](#i4ebfb7d693504e7ea6b45dad3395a031_214)] [added: [87](#ia1fb1a5252904fe68dcec7c16634164c_214)] | | |

| [Item [removed: 9.](#i4ebfb7d693504e7ea6b45dad3395a031_292)] [added: 9.](#ia1fb1a5252904fe68dcec7c16634164c_295)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4ebfb7d693504e7ea6b45dad3395a031_292)] [added: Disclosure](#ia1fb1a5252904fe68dcec7c16634164c_295)] | | | [removed: [125](#i4ebfb7d693504e7ea6b45dad3395a031_292)] [added: [124](#ia1fb1a5252904fe68dcec7c16634164c_295)] | | |

| [Item [removed: 9A.](#i4ebfb7d693504e7ea6b45dad3395a031_295)] [added: 9A.](#ia1fb1a5252904fe68dcec7c16634164c_298)] | | | [Controls and [removed: Procedures](#i4ebfb7d693504e7ea6b45dad3395a031_295)] [added: Procedures](#ia1fb1a5252904fe68dcec7c16634164c_298)] | | | [removed: [125](#i4ebfb7d693504e7ea6b45dad3395a031_295)] [added: [124](#ia1fb1a5252904fe68dcec7c16634164c_298)] | | |

| [Item [removed: 9B.](#i4ebfb7d693504e7ea6b45dad3395a031_298)] [added: 9B.](#ia1fb1a5252904fe68dcec7c16634164c_301)] | | | [Other [removed: Information](#i4ebfb7d693504e7ea6b45dad3395a031_298)] [added: Information](#ia1fb1a5252904fe68dcec7c16634164c_301)] | | | [removed: [126](#i4ebfb7d693504e7ea6b45dad3395a031_298)] [added: [125](#ia1fb1a5252904fe68dcec7c16634164c_301)] | | |

| [Item [removed: 9C.](#i4ebfb7d693504e7ea6b45dad3395a031_301)] [added: 9C.](#ia1fb1a5252904fe68dcec7c16634164c_307)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4ebfb7d693504e7ea6b45dad3395a031_301)] [added: Inspections](#ia1fb1a5252904fe68dcec7c16634164c_307)] | | | [removed: [126](#i4ebfb7d693504e7ea6b45dad3395a031_301)] [added: [125](#ia1fb1a5252904fe68dcec7c16634164c_307)] | | |

| [Item [removed: 10.](#i4ebfb7d693504e7ea6b45dad3395a031_307)] [added: 10.](#ia1fb1a5252904fe68dcec7c16634164c_313)] | | | [Directors, Executive [removed: Officers](#i4ebfb7d693504e7ea6b45dad3395a031_307)[,](#i4ebfb7d693504e7ea6b45dad3395a031_307)] [added: Officers](#ia1fb1a5252904fe68dcec7c16634164c_313)[,](#ia1fb1a5252904fe68dcec7c16634164c_313)] [and Corporate [removed: Governance](#i4ebfb7d693504e7ea6b45dad3395a031_307)] [added: Governance](#ia1fb1a5252904fe68dcec7c16634164c_313)] | | | [removed: [127](#i4ebfb7d693504e7ea6b45dad3395a031_307)] [added: [126](#ia1fb1a5252904fe68dcec7c16634164c_313)] | | |

| [Item [removed: 11.](#i4ebfb7d693504e7ea6b45dad3395a031_310)] [added: 11.](#ia1fb1a5252904fe68dcec7c16634164c_316)] | | | [Executive [removed: Compensation](#i4ebfb7d693504e7ea6b45dad3395a031_310)] [added: Compensation](#ia1fb1a5252904fe68dcec7c16634164c_316)] | | | [removed: [127](#i4ebfb7d693504e7ea6b45dad3395a031_310)] [added: [126](#ia1fb1a5252904fe68dcec7c16634164c_316)] | | |

| [Item [removed: 12.](#i4ebfb7d693504e7ea6b45dad3395a031_313)] [added: 12.](#ia1fb1a5252904fe68dcec7c16634164c_319)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4ebfb7d693504e7ea6b45dad3395a031_313)] [added: Matters](#ia1fb1a5252904fe68dcec7c16634164c_319)] | | | [removed: [127](#i4ebfb7d693504e7ea6b45dad3395a031_313)] [added: [126](#ia1fb1a5252904fe68dcec7c16634164c_319)] | | |

| [Item [removed: 13.](#i4ebfb7d693504e7ea6b45dad3395a031_316)] [added: 13.](#ia1fb1a5252904fe68dcec7c16634164c_322)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i4ebfb7d693504e7ea6b45dad3395a031_316)] [added: Independence](#ia1fb1a5252904fe68dcec7c16634164c_322)] | | | [removed: [127](#i4ebfb7d693504e7ea6b45dad3395a031_316)] [added: [126](#ia1fb1a5252904fe68dcec7c16634164c_322)] | | |

| [Item [removed: 14.](#i4ebfb7d693504e7ea6b45dad3395a031_319)] [added: 14.](#ia1fb1a5252904fe68dcec7c16634164c_325)] | | | [Principal Accountant Fees and [removed: Services](#i4ebfb7d693504e7ea6b45dad3395a031_319)] [added: Services](#ia1fb1a5252904fe68dcec7c16634164c_325)] | | | [removed: [127](#i4ebfb7d693504e7ea6b45dad3395a031_319)] [added: [126](#ia1fb1a5252904fe68dcec7c16634164c_325)] | | |

| [Item [removed: 15.](#i4ebfb7d693504e7ea6b45dad3395a031_325)] [added: 15.](#ia1fb1a5252904fe68dcec7c16634164c_331)] | | | [Exhibits and Financial Statement [removed: Schedules](#i4ebfb7d693504e7ea6b45dad3395a031_325)] [added: Schedules](#ia1fb1a5252904fe68dcec7c16634164c_331)] | | | [removed: [128](#i4ebfb7d693504e7ea6b45dad3395a031_325)] [added: [127](#ia1fb1a5252904fe68dcec7c16634164c_331)] | | |

| [Item [removed: 16.](#i4ebfb7d693504e7ea6b45dad3395a031_331)] [added: 16.](#ia1fb1a5252904fe68dcec7c16634164c_337)] | | | [Form 10-K [removed: Summary](#i4ebfb7d693504e7ea6b45dad3395a031_331)] [added: Summary](#ia1fb1a5252904fe68dcec7c16634164c_337)] | | | [removed: [129](#i4ebfb7d693504e7ea6b45dad3395a031_331)] [added: [128](#ia1fb1a5252904fe68dcec7c16634164c_337)] | | |

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

Statements using words such as “estimates,” “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” [added: “commit,” “ensure,” “promote,”] “should,” “would,” [added: “goals,” “seek,” “potential,”] “targeted,” and similar words and expressions are intended to identify forward-looking statements.

These forward-looking statements include, but are not limited to, statements related to future results of operations, future financial condition, [removed: the expected impacts of COVID-19 on] our [removed: business, financial condition, and results of operations, our] financing plans and future capital requirements, our potential tax assets or liabilities, and statements based on current expectations, estimates, forecasts, and projections about the economies and geographic markets in which we operate and our beliefs and assumptions regarding these economies and markets.

These forward-looking statements should be considered in light of various important factors, including, but not limited to, the following: the overall macroeconomic environment, which may impact customer spending and our costs, including tariffs, the levels of inflation, and interest rates; the conflict between Ukraine and Russia; conflicts in the Middle East; disruption to our supply chain, including difficulties in obtaining a sufficient supply of materials; curtailed or delayed capital spending by hospitals; the impact of global and regional economic and credit market conditions on healthcare spending; delays in obtaining new product approvals, clearances, or certifications from the [added: U.S.] Food and Drug Administration (“FDA”), comparable regulatory authorities, or notified bodies; the risk of our inability to comply with complex FDA and other regulations, which may result in significant enforcement actions; regulatory approvals, clearances, certifications, and restrictions or any dispute that may occur with any regulatory body; healthcare reform legislation in the U.S. and its impact on hospital spending, reimbursement, and fees levied on certain medical device revenues; changes in hospital admissions and actions by payers to limit or manage surgical procedures; the timing and success of product development and customer acceptance of developed products; the results of any collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships, including the joint venture with Shanghai Fosun Pharmaceutical (Group) Co., Ltd.; our completion of and ability to successfully integrate acquisitions; intellectual property positions and litigation; risks associated with our operations and any expansion outside of the U.S.; unanticipated manufacturing disruptions or the inability to meet demand for products; our reliance on sole- and single-sourced suppliers; the results of legal proceedings to which we are or may become a party; adverse publicity regarding us and the safety of our products and adequacy of training; the impact of changes to tax legislation, guidance, and interpretations; changes in tariffs, trade barriers, and regulatory requirements (including [removed: potential new] [added: changes to] tariffs imposed by the [removed: current] U.S. [removed: presidential administration] on imports from [added: various countries, including] Mexico, where we currently manufacture a significant majority of our instruments and [removed: accessories);] [added: accessories, Germany, where we currently manufacture a majority of our endoscopes,] and [added: China, where we currently import certain materials); and] other risks and uncertainties, including those listed under the caption “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report and which are based on current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict.

- Our [removed: markets are] [added: commercial landscape is] highly competitive, and customers may choose [removed: to purchase] our competitors’ products or services or may not accept robotic-assisted medical procedures, which could result in reduced revenue and loss of [removed: market share.][added: customers.]

- We are subject to litigation, investigations, and other legal proceedings relating to our products, customers, competitors, and government regulators that [removed: could materially] [added: may] adversely affect our [added: business,] financial condition, [removed: divert management’s attention, and harm our business.][added: or results of operations.]

- If our products do not achieve and maintain [removed: market] [added: customer] acceptance, we will not be able to generate the revenue necessary to support our business.

- Negative publicity, whether accurate or inaccurate, concerning our products or our company could reduce [removed: market] acceptance of our products and could result in decreased product demand and reduced revenues.

- Our business is subject to complex and evolving laws and regulations regarding data privacy, data protection, artificial intelligence, and responsible use of [removed: data.][added: data, and any failure to comply may result in significant liability, negative publicity, and/or erosion of trust, which may adversely affect our business, financial condition, or results of operations.]

- Disruptions at the FDA and other government agencies or notified bodies could [removed: hinder their ability to hire, retain, or deploy personnel, or otherwise] prevent [added: our] products from being [removed: developed,] cleared, certified, approved, or commercialized in a timely manner or at all, [added: or could hinder their ability to procure our products,] which may adversely affect our business, financial condition, or results of operations.

| [PART I](#ia1fb1a5252904fe68dcec7c16634164c_16) | | | | | | | | |

| [PART II](#ia1fb1a5252904fe68dcec7c16634164c_97) | | | | | | | | |

| [PART III](#ia1fb1a5252904fe68dcec7c16634164c_310) | | | | | | | | |

| [PART IV](#ia1fb1a5252904fe68dcec7c16634164c_328) | | | | | | | | |

| [SIGNATURES](#ia1fb1a5252904fe68dcec7c16634164c_340) | | | | | | [129](#ia1fb1a5252904fe68dcec7c16634164c_340) | | |

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

[Table](#ia1fb1a5252904fe68dcec7c16634164c_7) [of Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)

| [PART I](#i4ebfb7d693504e7ea6b45dad3395a031_16) | | | | | | | | |

| [PART II](#i4ebfb7d693504e7ea6b45dad3395a031_97) | | | | | | | | |

| [PART III](#i4ebfb7d693504e7ea6b45dad3395a031_304) | | | | | | | | |

| [PART IV](#i4ebfb7d693504e7ea6b45dad3395a031_322) | | | | | | | | |

| [SIGNATURES](#i4ebfb7d693504e7ea6b45dad3395a031_334) | | | | | | [130](#i4ebfb7d693504e7ea6b45dad3395a031_334) | | |

- We may incur losses associated with currency fluctuations and may not be able to effectively hedge our exposure.

[removed: In 2022, our] [added: Our] cybersecurity systems and processes [removed: achieved] [added: are] ISO 27001 [removed: certification.][added: certified.]

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

[removed: We have] [added: To date, we are] not [removed: identified any] [added: aware of] risks from [removed: known] cybersecurity [removed: threats, including as a result of any prior cybersecurity incidents,] [added: threats] that have materially affected [removed: or are reasonably likely to materially affect] us, including our [removed: operations,] business strategy, results of operations, or financial condition.

[removed: Seven] [added: Six] members of our Board have information security expertise, including Joseph C.

Johnson, Sreelakshmi Kolli, [added: and] Keith R.

Leonard, [removed: Jr., and Mark J.][added: Jr.]

Our management team has certifications from various organizations, such as ISC2 [removed: (Certified Information Security Systems Professional or “CISSP”),] [added: and] Global Information [removed: Assurance (“GIAC”), and the EC-Council.][added: Assurance.]

We reference these recognized frameworks (e.g., NIST, CIS, ISO 27001/27002) as guides to inform our processes; however, this does not imply that we meet any particular technical standards, only that these frameworks inform, but do not by themselves define, the scope of our program.

As we face evolving cybersecurity threats, we continue to monitor and reassess these risks to effectively mitigate them as part of our enterprise risk management program.

Our incident response procedures are coordinated with our disclosure controls and procedures to facilitate timely escalation to senior management and the Audit Committee for materiality assessment and, if required, current reporting.

Our management team is led by our Senior Director, IT Cybersecurity, who is within the organization of our Chief Information Officer (“CIO”).

Our Senior Director, IT Cybersecurity has over 20 years of extensive information technology experience, including cybersecurity policies and standards, vulnerability management, data loss prevention, threat intelligence, incident response, risk management, and system, network, and web security.

He holds a Certified Information Systems Security Professional (“CISSP”) certification.

Our CIO holds a bachelor’s degree in Electronics Engineering from the University of Mumbai and has over 20 years of experience in CIO and other IT leadership positions at various public companies.

Our cybersecurity risk management program includes a cybersecurity incident response plan.

Rubash.

As of December 31, [removed: 2024,] [added: 2025,] we own approximately [removed: 2.1] [added: 4.1] million square feet of space on 128 acres of land in Sunnyvale, California, where we house our principal headquarters, research and development, service, and support functions, as well as certain of our manufacturing operations.

Outside of Sunnyvale, California, we own facilities in other U.S. locations that are used for sales, training, manufacturing, engineering, and administrative functions, including approximately [removed: 1.1] [added: 1.7] million square feet of space on 69 acres of land in Peachtree Corners, Georgia.

We also lease approximately [removed: 740,000] [added: 1.1 million] square feet of space for certain manufacturing, engineering, warehousing, and support functions at various locations in the U.S.

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

As of January [removed: 27, 2025,] [added: 28, 2026,] there were [removed: 124] [added: 122] stockholders of record of our common stock, although there are a significantly larger number of beneficial owners of our common stock.

The table below summarizes our common stock repurchase activity for the quarter ended December 31, [removed: 2024.][added: 2025.]

| Total during quarter ended December 31, [removed: 2024] [added: 2025] | | | [removed: —] [added: 463,190] | | | | | | $ | [removed: —] [added: 432.55] | | | | | [removed: —] [added: 463,190] | | | | | | | | |

As of December 31, [removed: 2024,] [added: 2025,] our Board of Directors (our “Board”) had authorized an aggregate amount of up to [removed: $10.0] [added: $13.0] billion for stock repurchases, of which the most recent authorization occurred in [removed: July 2022,] [added: May 2025,] when our Board increased the authorized amount available under our Repurchase Program to [removed: $3.5 billion.][added: $4.0 billion, including amounts remaining under previous authorization.]

[removed: The] [added: As of December 31, 2025, the] remaining amount available to repurchase shares under the authorized Repurchase Program [removed: as of December 31, 2024,] was [removed: $1.1] [added: $1.7] billion.

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

The graph set forth below compares the cumulative total stockholder return on our common stock between December 31, [removed: 2019,] [added: 2020,] and December 31, [removed: 2024,] [added: 2025,] with the cumulative total return of (i) the Nasdaq Composite Index, (ii) the S&P 500 Healthcare Index, and (iii) the S&P 500 Index over the same period.

This graph assumes an investment of $100.00 on December 31, [removed: 2019,] [added: 2020,] in our common stock, the Nasdaq Composite Index, the S&P Healthcare Index, and the S&P 500 Index and assumes the re-investment of dividends, if any.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

In November 2025, as partial consideration for the acquisition of a business, we issued 29,572 shares of common stock to the sellers of such business.

The shares were issued pursuant to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933.

We relied on this exemption from registration based, in part, on the nature of the transaction and the representations made by the sellers of the business.

| October 1 to October 31, 2025 | | | 463,190 | | | | | | $ | 432.55 | | | | | 463,190 | | | | | | $ | 1.7 | billion |

| November 1 to November 30, 2025 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1.7 | billion |

| December 1 to December 31, 2025 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1.7 | billion |

| Intuitive Surgical, Inc. | | | $ | 100.00 | | | | | $ | 131.76 | | | | | $ | 97.30 | | | | | $ | 123.71 | | | | | $ | 191.40 | | | | | $ | 207.69 | |

| Nasdaq Composite | | | $ | 100.00 | | | | | $ | 122.18 | | | | | $ | 82.43 | | | | | $ | 119.22 | | | | | $ | 154.48 | | | | | $ | 187.14 | |

| S&P 500 Healthcare Index | | | $ | 100.00 | | | | | $ | 124.16 | | | | | $ | 119.75 | | | | | $ | 120.12 | | | | | $ | 121.20 | | | | | $ | 136.40 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

None.

| October 1 to October 31, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1.1 | billion |

| November 1 to November 30, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1.1 | billion |

| December 1 to December 31, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1.1 | billion |

| Intuitive Surgical, Inc. | | | $ | 100.00 | | | | | $ | 138.39 | | | | | $ | 182.34 | | | | | $ | 134.66 | | | | | $ | 171.21 | | | | | $ | 264.89 | |

| Nasdaq Composite | | | $ | 100.00 | | | | | $ | 144.92 | | | | | $ | 177.06 | | | | | $ | 119.45 | | | | | $ | 172.77 | | | | | $ | 223.87 | |

| S&P 500 Healthcare Index | | | $ | 100.00 | | | | | $ | 111.43 | | | | | $ | 138.35 | | | | | $ | 133.44 | | | | | $ | 133.85 | | | | | $ | 135.06 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

[removed: [Table](#i4ebfb7d693504e7ea6b45dad3395a031_7)] [added: [Table](#ia1fb1a5252904fe68dcec7c16634164c_7)] [of [removed: Contents](#i4ebfb7d693504e7ea6b45dad3395a031_7)][added: Contents](#ia1fb1a5252904fe68dcec7c16634164c_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i4ebfb7d693504e7ea6b45dad3395a031_217)] [added: Firm](#ia1fb1a5252904fe68dcec7c16634164c_217)] – | | | PCAOB ID: | | | 238 | | | [removed: [88](#i4ebfb7d693504e7ea6b45dad3395a031_217)] [added: [88](#ia1fb1a5252904fe68dcec7c16634164c_217)] | | |

| [Consolidated Balance Sheets as of December [removed: 31,](#i4ebfb7d693504e7ea6b45dad3395a031_220) 2024[, and](#i4ebfb7d693504e7ea6b45dad3395a031_220) 2023] [added: 31,](#ia1fb1a5252904fe68dcec7c16634164c_220) 2025[, and](#ia1fb1a5252904fe68dcec7c16634164c_220) 2024] | | | | | | | | | [removed: [89](#i4ebfb7d693504e7ea6b45dad3395a031_220)] [added: [89](#ia1fb1a5252904fe68dcec7c16634164c_220)] | | |

| [Consolidated Statements of Income for the years ended December [removed: 31,](#i4ebfb7d693504e7ea6b45dad3395a031_223) 2024[,](#i4ebfb7d693504e7ea6b45dad3395a031_223) 2023[, and](#i4ebfb7d693504e7ea6b45dad3395a031_223) 2022] [added: 31,](#ia1fb1a5252904fe68dcec7c16634164c_223) 2025[,](#ia1fb1a5252904fe68dcec7c16634164c_223) 2024[, and](#ia1fb1a5252904fe68dcec7c16634164c_223) 2023] | | | | | | | | | [removed: [90](#i4ebfb7d693504e7ea6b45dad3395a031_223)] [added: [90](#ia1fb1a5252904fe68dcec7c16634164c_223)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#i4ebfb7d693504e7ea6b45dad3395a031_226) 2024[,](#i4ebfb7d693504e7ea6b45dad3395a031_226) 2023[, and](#i4ebfb7d693504e7ea6b45dad3395a031_226) 2022] [added: 31,](#ia1fb1a5252904fe68dcec7c16634164c_226) 2025[,](#ia1fb1a5252904fe68dcec7c16634164c_226) 2024[, and](#ia1fb1a5252904fe68dcec7c16634164c_226) 2023] | | | | | | | | | [removed: [91](#i4ebfb7d693504e7ea6b45dad3395a031_226)] [added: [91](#ia1fb1a5252904fe68dcec7c16634164c_226)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December [removed: 31,](#i4ebfb7d693504e7ea6b45dad3395a031_229) 2024[,](#i4ebfb7d693504e7ea6b45dad3395a031_229) 2023[, and](#i4ebfb7d693504e7ea6b45dad3395a031_229) 2022] [added: 31,](#ia1fb1a5252904fe68dcec7c16634164c_229) 2025[,](#ia1fb1a5252904fe68dcec7c16634164c_229) 2024[, and](#ia1fb1a5252904fe68dcec7c16634164c_229) 2023] | | | | | | | | | [removed: [92](#i4ebfb7d693504e7ea6b45dad3395a031_229)] [added: [92](#ia1fb1a5252904fe68dcec7c16634164c_229)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#i4ebfb7d693504e7ea6b45dad3395a031_232) 2024[,](#i4ebfb7d693504e7ea6b45dad3395a031_232) 2023[, and](#i4ebfb7d693504e7ea6b45dad3395a031_232) 2022] [added: 31,](#ia1fb1a5252904fe68dcec7c16634164c_232) 2025[,](#ia1fb1a5252904fe68dcec7c16634164c_232) 2024[, and](#ia1fb1a5252904fe68dcec7c16634164c_232) 2023] | | | | | | | | | [removed: [93](#i4ebfb7d693504e7ea6b45dad3395a031_232)] [added: [93](#ia1fb1a5252904fe68dcec7c16634164c_232)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i4ebfb7d693504e7ea6b45dad3395a031_235)] [added: Statements](#ia1fb1a5252904fe68dcec7c16634164c_235)] | | | | | | | | | [removed: [94](#i4ebfb7d693504e7ea6b45dad3395a031_235)] [added: [94](#ia1fb1a5252904fe68dcec7c16634164c_235)] | | |

All [removed: other] schedules have been omitted, because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto.

We have audited the accompanying consolidated balance sheets of Intuitive Surgical, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes [removed: and financial statement schedule listed in the index appearing under Item 15(a)(2)] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2 and 5 to the consolidated financial statements, the Company recognized [removed: $1,966.0] [added: $2,473.7] million of systems revenue during the year ended December 31, [removed: 2024,] [added: 2025,] of which a majority relates to system sale arrangements.

These procedures also included, among others, (i) testing management’s process for determining the estimates of standalone selling prices; (ii) evaluating the appropriateness of the overall methodology used by management to develop the estimates, including the appropriateness of the data inputs related to the [removed: products and services,] [added: systems,] geographies, and type of customer used in the methodology; (iii) testing the completeness and accuracy of the data used in the methodology; and (iv) testing the accuracy of management’s calculations of estimated selling prices.

| | | | [added: | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 2,027.4] [added: 3,368.0] | | | | | $ | [removed: 2,750.1] [added: 2,027.4] | |

| Short-term investments | | | [removed: 1,985.9] [added: 2,566.9] | | | | | | [removed: 2,473.1] [added: 1,985.9] | | |

| Accounts receivable, net of allowances of [removed: $30.7] [added: $29.9] and [removed: $27.1] [added: $30.7] as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 1,225.4] [added: 1,527.3] | | | | | | [removed: 1,130.2] [added: 1,225.4] | | |

| Inventory | | | [removed: 1,487.2] [added: 1,840.0] | | | | | | [removed: 1,220.6] [added: 1,487.2] | | |

| Prepaids and other current assets | | | [removed: 385.1] [added: 477.3] | | | | | | [removed: 314.0] [added: 385.1] | | |

| Total current assets | | | [removed: 7,111.0] [added: 9,779.5] | | | | | | [removed: 7,888.0] [added: 7,111.0] | | |

| Property, plant, and equipment, net | | | [removed: 4,646.6] [added: 5,342.4] | | | | | | [removed: 3,537.6] [added: 4,646.6] | | |

| Long-term investments | | | [removed: 4,819.1] [added: 3,099.2] | | | | | | [removed: 2,120.0] [added: 4,819.1] | | |

| Deferred tax assets | | | [removed: 1,045.1] [added: 1,018.6] | | | | | | [removed: 910.5] [added: 1,045.1] | | |

| Intangible and other assets, net | | | [removed: 773.9] [added: 848.7] | | | | | | [removed: 636.7] [added: 773.9] | | |

| Goodwill | | | [removed: 347.5] [added: 370.3] | | | | | | [removed: 348.7] [added: 347.5] | | |

| Total assets | | | $ | [removed: 18,743.2] [added: 20,458.7] | | | | | $ | [removed: 15,441.5] [added: 18,743.2] | |

| Accounts payable | | | $ | [removed: 193.4] [added: 255.1] | | | | | $ | [removed: 188.7] [added: 193.4] | |

| Accrued compensation and employee benefits | | | [removed: 535.6] [added: 648.4] | | | | | | [removed: 436.4] [added: 535.6] | | |

| Deferred revenue | | | [removed: 468.8] [added: 506.7] | | | | | | [removed: 446.1] [added: 468.8] | | |

| Other accrued liabilities | | | [removed: 547.5] [added: 596.0] | | | | | | [removed: 587.5] [added: 547.5] | | |

| Total current liabilities | | | [removed: 1,745.3] [added: 2,006.2] | | | | | | [removed: 1,658.7] [added: 1,745.3] | | |

| Other long-term liabilities | | | [removed: 468.3] [added: 510.8] | | | | | | [removed: 385.5] [added: 468.3] | | |

| Total liabilities | | | [removed: 2,213.6] [added: 2,517.0] | | | | | | [removed: 2,044.2] [added: 2,213.6] | | |

| Preferred stock, 2.5 shares authorized, $0.001 par value, issuable in series; zero shares issued and outstanding as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023] [added: 2024] | | | — | | | | | | — | | |

| Common stock, 600.0 shares authorized, $0.001 par value, [removed: 356.6] [added: 355.1] shares and [removed: 352.3] [added: 356.6] shares issued and outstanding as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively | | | 0.4 | | | | | | 0.4 | | |

| Additional paid-in capital | | | [removed: 9,681.3] [added: 10,768.5] | | | | | | [removed: 8,576.4] [added: 9,681.3] | | |

| Retained earnings | | | [removed: 6,803.3] [added: 7,011.8] | | | | | | [removed: 4,743.0] [added: 6,803.3] | | |

| Accumulated other comprehensive [removed: loss] [added: income (loss)] | | | [removed: (51.3)] [added: 43.3] | | | | | | [removed: (12.2)] [added: (51.3)] | | |

| Total Intuitive Surgical, Inc. stockholders’ equity | | | [removed: 16,433.7] [added: 17,824.0] | | | | | | [removed: 13,307.6] [added: 16,433.7] | | |

February 3, 2026

| | | | 2025 | | | | | | 2024 | | |

| Issuance of common stock | | | — | | | | | | — | | | | | | 12.3 | | | | | | — | | | | | | — | | | | | | 12.3 | | | | | | — | | | | | | 12.3 | | |

| Repurchase and retirement of common stock | | | (4.8) | | | | | | — | | | | | | (63.4) | | | | | | (2,237.5) | | | | | | — | | | | | | (2,300.9) | | | | | | — | | | | | | (2,300.9) | | |

| Cash dividends declared and paid by joint venture | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balances as of December 31, 2025 | | | 355.1 | | | | | | $ | 0.4 | | | | | $ | 10,768.5 | | | | | $ | 7,011.8 | | | | | $ | 43.3 | | | | | $ | 17,824.0 | | | | | $ | 117.7 | | | | | $ | 17,941.7 | |

| Net income | | | $ | 2,876.6 | | | | | $ | 2,337.5 | | | | | $ | 1,817.3 | |

| Amortization of intangible and other assets | | | 62.4 | | | | | | 54.4 | | | | | | 53.2 | | |

In this report, “Intuitive,” the “Company,” “we,” “us,” and “our” refer to Intuitive Surgical, Inc. and its wholly and majority-owned subsidiaries.

The Company’s future results of operations and liquidity could be materially adversely affected by uncertainties surrounding macroeconomic and geopolitical factors in both the U.S. and globally.

These uncertainties include any introduction or modification of tariffs or trade barriers, inflationary pressures, elevated interest rates, disruptions in commodity markets stemming from conflicts, such as those between Russia and Ukraine and conflicts in the Middle East, and supply chain challenges.

Recent tariff changes imposed by the U.S. and other countries have created increased risks and uncertainties surrounding the Company’s future results of operations.

The U.S. import tariffs, along with any reciprocal measures by other countries, are expected to continue to increase the Company’s cost of raw materials and finished goods imported from outside of the U.S. Additionally, the Company anticipates that some of its suppliers will incur incremental tariff-related costs, which may be passed on to the Company.

The ultimate impact of changes to tariffs or trade barriers will depend on various factors, including the timing, amount, scope, and nature of any tariffs or trade barriers that are implemented.

| Leasehold improvements | | | Up to 15 years | | |

The following table summarizes implementation costs in cloud computing arrangements as of the periods presented (in millions):

| | | | 2025 | | | | | | 2024 | | |

The systems are generally covered by a one-year warranty, which is accounted for as a single performance obligation with the first year of service.

The Company accounts for such rights

The sales incentives allocated to system sales and sales-type leases are expensed upon the transfer of control of the systems, and the amounts allocated to service and system operating leases are amortized over their economic life on a straight-line basis.

We generally require customers to pay for the property taxes that are due on leased systems.

The amounts invoiced to customers for property taxes are considered variable lease payments and are included in product revenue.

| High | | | $ | 48.3 | | | | | $ | 52.3 | | | | | $ | 22.6 | | | | | $ | 23.5 | | | | | $ | 12.0 | | | | | | | | $ | 0.8 | | | | | $ | 159.5 | |

| Moderate | | | 20.6 | | | | | | 62.8 | | | | | | 13.7 | | | | | | 25.6 | | | | | | 11.2 | | | | | | | | | 2.0 | | | | | | 135.9 | | |

| Low | | | 0.1 | | | | | | 4.9 | | | | | | 0.8 | | | | | | 1.3 | | | | | | 0.3 | | | | | | | | | — | | | | | | 7.4 | | |

| Total | | | $ | 69.0 | | | | | $ | 120.0 | | | | | $ | 37.1 | | | | | $ | 50.4 | | | | | $ | 23.5 | | | | | | | | $ | 2.8 | | | | | $ | 302.8 | |

The Company accounts for income taxes under the asset and liability method.

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.

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.

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.

| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 514.9 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 514.9 | | | | | $ | 514.9 | | | | | $ | — | | | | | $ | — | |

| [Schedule II—Valuation and Qualifying Accounts](#i4ebfb7d693504e7ea6b45dad3395a031_286) | | | | | | | | | [124](#i4ebfb7d693504e7ea6b45dad3395a031_286) | | |

January 31, 2025

(IN MILLIONS)

| Balances as of December 31, 2021 | | | 357.7 | | | | | | $ | 0.4 | | | | | $ | 7,164.0 | | | | | $ | 4,760.9 | | | | | $ | (24.2) | | | | | $ | 11,901.1 | | | | | $ | 50.4 | | | | | $ | 11,951.5 | |

| Repurchase and retirement of common stock | | | (11.2) | | | | | | — | | | | | | (211.1) | | | | | | (2,396.3) | | | | | | — | | | | | | (2,607.4) | | | | | | — | | | | | | (2,607.4) | | |

| Amortization of intangible assets | | | 16.7 | | | | | | 20.2 | | | | | | 27.8 | | |

| Amortization of contract acquisition assets | | | 37.7 | | | | | | 33.0 | | | | | | 26.6 | | |

The Company’s future results of operations and liquidity could be materially adversely affected by uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally, characterized by the supply chain environment, inflationary pressure, elevated interest rates, disruptions in the commodities’ markets as a result of the conflict between Russia and Ukraine and conflicts in the Middle East, including Israel and Iran, and the introduction of or changes in tariffs or trade barriers.

Supply chain constraints have generally improved to pre-COVID-19 pandemic levels, with some isolated residual stresses, particularly for engineered raw materials and at certain subcontract suppliers that are operationally challenged to meet the

Company’s production requirements.

These isolated instances did not have a material impact during 2024.

Additionally, material and labor prices to produce some components remain elevated from historical levels due to market dynamics, demand mix, or general cost inflation within the supply chain.

With elevated interest rates, access to credit is more difficult, and any insolvency of certain suppliers, including sole- and single-sourced suppliers, may have heightened continuity risks.

Incidents of cybersecurity breaches, which have not significantly impacted the Company’s supply chain to date, also remain an active threat to sustained supply continuity.

The Company is actively engaged in activities that seek to mitigate the impact of any supply chain risks and disruptions on its operations.

Some hospitals continue to experience challenges with staffing and cost pressures that could affect their ability to provide patient care.

Additionally, certain hospitals are facing significant financial pressure as supply chain constraints and inflation have driven up operating costs, and elevated interest rates have made access to credit more expensive.

Hospitals may also be adversely affected by the liquidity concerns as a result of the broader macroeconomic environment.

Any or all of these factors could negatively impact the number of da Vinci procedures performed or surgical systems placed and have a material adverse effect on the Company’s business, financial condition, or results of operations.

As of the date of issuance of these Consolidated Financial Statements, the extent to which these macroeconomic factors may materially adversely affect the Company’s financial condition, liquidity, or results of operations is uncertain.

Restricted cash included in prepaids and other current assets as of December 31, 2024, and 2023 was $20.0 million and $5.0 million, respectively.

Restricted cash included in intangible and other assets, net, as of both December 31, 2024, and 2023, was $15.0 million.

| Leasehold improvements | | | Lesser of useful life or term of lease | | |

Goodwill represents the excess

The Company does not have intangible assets with indefinite useful lives other than goodwill.

The systems are generally covered by a one-year warranty.

| High | | | $ | 73.2 | | | | | $ | 30.0 | | | | | $ | 41.7 | | | | | $ | 31.4 | | | | | $ | 7.4 | | | | | | | | $ | 0.7 | | | | | $ | 184.4 | |

| Moderate | | | 82.8 | | | | | | 23.7 | | | | | | 43.1 | | | | | | 27.5 | | | | | | 11.2 | | | | | | | | | 1.1 | | | | | | 189.4 | | |

| Low | | | 2.1 | | | | | | 1.0 | | | | | | 0.9 | | | | | | 1.5 | | | | | | 0.2 | | | | | | | | | — | | | | | | 5.7 | | |

| Total | | | $ | 158.1 | | | | | $ | 54.7 | | | | | $ | 85.7 | | | | | $ | 60.4 | | | | | $ | 18.8 | | | | | | | | $ | 1.8 | | | | | $ | 379.5 | |

The Company accounts for share-based compensation plans using the fair value recognition and measurement provisions under GAAP.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

Intuitive adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis.

The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures.

Refer to Note 13 for further information on Intuitive’s reportable segment.

| Cash | | | $ | 526.2 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 526.2 | | | | | $ | 526.2 | | | | | $ | — | | | | | $ | — | |

| U.S. treasuries | | | 2,850.2 | | | | | | 20.1 | | | | | | (25.4) | | | | | | — | | | | | | 2,844.9 | | | | | | — | | | | | | 1,276.0 | | | | | | 1,568.9 | | |

| Subtotal | | | 5,074.1 | | | | | | 20.1 | | | | | | (25.4) | | | | | | — | | | | | | 5,068.8 | | | | | | 2,223.9 | | | | | | 1,276.0 | | | | | | 1,568.9 | | |

| Corporate debt securities | | | 1,300.4 | | | | | | — | | | | | | (25.8) | | | | | | (1.1) | | | | | | 1,273.5 | | | | | | — | | | | | | 974.6 | | | | | | 298.9 | | |

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, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included under “Item 8.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Mr. Loeb’s] [added: Dr. Miller’s] trading plan provides for the potential sale of up to [removed: 4,300] [added: 35,344] shares of the Company’s common stock, including the potential exercise and sale of up to [removed: 2,600] [added: 11,722] shares of the Company’s common stock subject to stock options, until [removed: November 13, 2025.][added: December 15, 2026.]

[removed: Rosa, the Company’s President and a member of] [added: Miller, Ph.D.,] the Company’s [removed: Board] [added: Head] of [removed: Directors,] [added: Digital and AI Strategy,] adopted a Rule 10b5-1 trading plan.

On November 17, 2025, Brian E.

On November 13, 2024, Gary H.

Loeb, the Company’s Executive Vice President and Chief Legal and Compliance Officer, adopted a Rule 10b5-1 trading plan.

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 December 4, 2024, David J.

Mr. Rosa’s trading plan provides for the potential exercise and sale of up to 29,250 shares of the Company’s common stock subject to stock options, until December 4, 2025.

On December 10, 2024, Brian E.

Miller, Ph.D., the Company’s Executive Vice President and Chief Digital Officer, adopted a Rule 10b5-1 trading plan.

Dr. Miller’s trading plan provides for the potential sale of up to 16,400 shares of the Company’s common stock, including the potential exercise and sale of up to 9,334 shares of the Company’s common stock subject to stock options, until December 10, 2025.

On December 10, 2024, Jami Dover Nachtsheim, a member of the Company’s Board of Directors, adopted a Rule 10b5-1 trading plan.

Ms. Nachtsheim’s trading plan provides for the potential exercise and sale of up to 2,400 shares of the Company’s common stock subject to stock options, until December 10, 2025.

On December 12, 2024, Bob DeSantis, the Company’s Executive Vice President and Chief Strategy and Corporate Operations Officer, adopted a Rule 10b5-1 trading plan.

Mr. DeSantis’s trading plan provides for the potential sale of up to 16,545 shares of the Company’s common stock, including the potential exercise and sale of up to 5,127 shares of the Company’s common stock subject to stock options, until December 12, 2025.

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, [removed: 2024.][added: 2025.]

We have adopted an insider trading policy governing the purchase, [removed: sale] [added: sale,] and other dispositions of our securities by our directors, [removed: officers] [added: officers,] and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

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 [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2024.][added: 2025.]

[removed: All other] [added: 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.

| [removed: 3.1(1)] [added: 3.1] | | | | | | [Amended and Restated Certificate of Incorporation of the Company, as Amended.](https://www.sec.gov/Archives/edgar/data/1035267/000103526720000166/ex-31xamendedandrestat.htm) | | | [added: | | | 10-Q | | | | | | 000-30713 | | | | | | 3.1 | | | | | | 7/23/2020 | | |]

| [removed: 3.2(2)] [added: 3.2] | | | | | | [Amendment to Amended and Restated Certificate of Incorporation of the Company.](https://www.sec.gov/Archives/edgar/data/1035267/000103526721000178/exhibit31-arcertificateofi.htm) | | | [added: | | | 10-Q | | | | | | 000-30713 | | | | | | 3.1 | | | | | | 10/20/2021 | | |]

| [removed: 3.3(3)] [added: 3.3] | | | | | | [Amended and Restated Bylaws of the Company.](https://www.sec.gov/Archives/edgar/data/1035267/000103526721000021/exhibit31-amendedandrestat.htm) | | | [added: | | | 8-K | | | | | | 000-30713 | | | | | | 3.1 | | | | | | 2/1/2021 | | |]

| [removed: 4.1(4)] [added: 4.1] | | | | | | [Specimen Stock Certificate.](https://www.sec.gov/Archives/edgar/data/1035267/000089161800002457/0000891618-00-002457.txt) | | | [added: | | | S-1/A | | | | | | 333-33016 | | | | | | 4.2 | | | | | | 5/2/2000 | | |]

| [removed: 4.2(5)] [added: 4.2] | | | | | | [Description of the Registrant](https://www.sec.gov/Archives/edgar/data/1035267/000103526722000014/isrg-20211231xex42q42021xf.htm)’[s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1035267/000103526722000014/isrg-20211231xex42q42021xf.htm) | | | [added: | | | 10-K | | | | | | 333-33016 | | | | | | 4.2 | | | | | | 2/3/2022 | | |]

| [removed: 10.1(6)] [added: 10.1+] | | | | | | [2000 Non-Employee Directors’ Stock Option [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1035267/000089161800001640/0000891618-00-001640.txt)*] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1035267/000089161800001640/0000891618-00-001640.txt)] | | | [added: | | | S-1 | | | | | | 333-33016 | | | | | | | | | | | | 3/22/2000 | | |]

| [removed: 10.2(7)] [added: 10.2+] | | | | | | [Form of Indemnity [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1035267/000103526715000087/ex101intuitivesurgicalincf.htm)*] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1035267/000103526715000087/ex101intuitivesurgicalincf.htm)] | | | [added: | | | 8-K | | | | | | 000-30713 | | | | | | 10.1 | | | | | | 8/3/2015 | | |]

| [removed: 10.3(8)] [added: 10.3+] | | | | | | [2009 Employment Commencement Incentive Plan, as amended and [removed: restated.](https://www.sec.gov/Archives/edgar/data/1035267/000103526715000051/ex422009employmentcommence.htm)*] [added: restated.](https://www.sec.gov/Archives/edgar/data/1035267/000103526715000051/ex422009employmentcommence.htm)] | | | [added: | | | S-8 | | | | | | 333-203793 | | | | | | 4.2 | | | | | | 5/1/2015 | | |]

| [removed: 10.4(9)] [added: 10.4+] | | | | | | [2000 Employee Stock Purchase Plan, as amended and [removed: restated.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001035267/000103526724000171/isrg-20240425.htm)*] [added: restated.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001035267/000103526724000171/isrg-20240425.htm)] | | | [added: | | | 8-K | | | | | | 000-30713 | | | | | | 10.2 | | | | | | 4/30/2024 | | |]

| [removed: 10.5(10)] [added: 10.5+] | | | | | | [2010 Incentive Award Plan, as amended and [removed: restated.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001035267/000103526724000171/isrg-20240425.htm)*] [added: restated.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001035267/000103526725000156/isrg-20250501.htm)] | | | [added: | | | 8-K | | | | | | 000-30713 | | | | | | 10.1 | | | | | | 5/5/2025 | | |]

| [removed: 10.6(11)] [added: 10.6+] | | | | | | [Severance [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1035267/000119312508246630/dex101.htm)*] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1035267/000119312508246630/dex101.htm)] | | | [added: | | | 8-K | | | | | | 000-30713 | | | | | | 10.1 | | | | | | 12/2/2008 | | |]

| [removed: 10.7(12)] [added: 10.7+] | | | | | | [Form of Amended and Restated Intuitive Surgical, Inc. 2009 Employment Commencement Incentive Plan Stock Option Grant [removed: Notice.](https://www.sec.gov/Archives/edgar/data/1035267/000103526715000051/ex422009employmentcommence.htm)*] [added: Notice.](https://www.sec.gov/Archives/edgar/data/1035267/000103526715000051/ex422009employmentcommence.htm)] | | | [added: | | | 10-K | | | | | | 000-30713 | | | | | | 10.9 | | | | | | 2/2/2016 | | |]

| [removed: 10.9(13)] [added: 10.9+] | | | | | | [Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Stock Option Grant [removed: Notice.](https://www.sec.gov/Archives/edgar/data/1035267/000103526723000019/q422ex-109xfy23optionagree.htm)*] [added: Notice.](https://www.sec.gov/Archives/edgar/data/1035267/000103526723000019/q422ex-109xfy23optionagree.htm)] | | | [added: | | | 10-K | | | | | | 000-30713 | | | | | | 10.9 | | | | | | 2/10/2023 | | |]

| [removed: 10.10(14)] [added: 10.10+*] | | | | | | [Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Restricted Stock Unit Grant [removed: Notice.](https://www.sec.gov/Archives/edgar/data/1035267/000103526723000019/q422ex-1010xfy23rsuagreeme.htm)*] [added: Notice.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-1010xformofamendeda.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.11(15)] [added: 10.11+*] | | | | | | [Form of Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan Global Performance Stock Unit Grant [removed: Notice](https://www.sec.gov/Archives/edgar/data/1035267/000103526723000019/q422ex-1011xfy23psuagreeme.htm).*] [added: Notice](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-1011formofamendedan.htm).] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 19] [added: 19*] | | | | | | [removed: [I](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-19xinsidertradingpo.htm)[ntuitive] [added: [Intuitive] Surgical, Inc. [removed: I](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-19xinsidertradingpo.htm)[nsider] [added: Insider] Trading Policy [removed: a](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-19xinsidertradingpo.htm)[nd Guidelines.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-19xinsidertradingpo.htm)] [added: and Guidelines.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-19xinsidertradingpo.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 21.1] [added: 21.1*] | | | | | | [Intuitive Surgical, Inc. [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-211xsubsidiariesq4o.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-211xsubsidiaries.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 23.1] [added: 23.1*] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-231xauditorconsentq.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-231xauditorconsent.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 31.1] [added: 31.1*] | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-311xceocertofsoxsec.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-311xceocertofsoxsec.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 31.2] [added: 31.2*] | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-312xcfocertofsoxsec.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-312xcfocertofsoxsec.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 32.1] [added: 32.1] | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-321xceocertofsoxsec.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-321xceocertofsoxsec.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 32.2] [added: 32.2] | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526725000017/q424ex-322xcfocertofsoxsec.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-322xcfocertofsoxsec.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 97.1(16)] [added: 97.1*] | | | | | | [removed: [Policy] [added: [Clawback Policy (formerly Policy] for Recovery of Erroneously Awarded [removed: Compensation](https://www.sec.gov/Archives/edgar/data/1035267/000103526724000021/q423ex-971xsecclawbackpoli.htm).] [added: Compensation, as amended and restated on January 29, 2026).](https://www.sec.gov/Archives/edgar/data/1035267/000103526726000010/q425ex-971xclawbackpolicy.htm)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 101] [added: 101*] | | | | | | The following materials from Intuitive Surgical, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 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. | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 104] [added: 104*] | | | | | | The cover page from Intuitive Surgical, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL and contained in Exhibit 101. | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: *] [added: \+] Management contract or compensatory plan or arrangement.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

* Filed herewith.

Furnished herewith.

2)The following financial statement schedule of Intuitive Surgical, Inc. for 2024, 2023, and 2022 is filed as part of this report and should be read in conjunction with the Consolidated Financial Statements of Intuitive Surgical, Inc.:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Page | | |

| [Schedule II - Valuation and Qualifying Accounts](#i4ebfb7d693504e7ea6b45dad3395a031_286) | | | [124](#i4ebfb7d693504e7ea6b45dad3395a031_286) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

1.Incorporated by reference to Exhibit 3.1 filed with the Company’s Quarterly Report on Form 10-Q filed on July 23, 2020 (File No. 000-30713).

2.Incorporated by reference to Exhibit 3.1 filed with the Company’s Quarterly Report on Form 10-Q filed on October 20, 2021 (File No. 000-30713).

3.Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on February 1, 2021 (File No. 000-30713).

4.Incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement Amendment on Form S-1/A filed on May 2, 2000 (File No. 333-33016).

5.Incorporated by reference to Exhibit 4.2 filed with the Company’s Annual Report on Form 10-K filed on February 3, 2022 (File No. 333-33016).

6.Incorporated by reference to exhibits filed with the Company’s Registration Statement on Form S-1 filed on March 22, 2000 (File No. 333-33016).

7.Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on August 3, 2015 (File No. 000-30713).

8.Incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement on Form S-8 filed on May 1, 2015 (File No. 333-203793).

9.Incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed on April 30, 2024 (File No. 000-30713).

10.Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on April 30, 2024 (File No. 000-30713).

11.Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on December 2, 2008 (File No. 000-30713).

12.Incorporated by reference to Exhibit 10.9 filed with the Company’s 2015 Annual Report on Form 10-K filed on February 2, 2016 (File No. 000-30713).

13.Incorporated by reference to Exhibit 10.9 filed with the Company’s 2022 Annual Report on Form 10-K filed on February 10, 2023 (File No. 000-30713).

14.Incorporated by reference to Exhibit 10.10 filed with the Company’s 2022 Annual Report on Form 10-K filed on February 10, 2023 (File No. 000-30713).

15.Incorporated by reference to Exhibit 10.11 filed with the Company’s 2022 Annual Report on Form 10-K filed on February 10, 2023 (File No. 000-30713).

16.Incorporated by reference to Exhibit 97.1 filed with the Company’s 2023 Annual Report on Form 10-K filed on January 31, 2024 (File No. 000-30713).

Each person whose individual signature appears below hereby authorizes and appoints [removed: Gary Guthart, Ph.D.,] [added: 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.

| /S/ [removed: GARY S. GUTHART] [added: DAVID J. ROSA] | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ JAMIE E. SAMATH | | | | | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ FREDRIK C. WIDMAN | | | | | | Vice President, Corporate Controller (Principal Accounting Officer) | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ JOSEPH C. BEERY | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ LEWIS CHEW | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ AMAL M. JOHNSON | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ SREELAKSHMI KOLLI | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ AMY L. LADD | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ KEITH R. LEONARD JR. | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ JAMI DOVER NACHTSHEIM | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

| /S/ MONICA P. REED | | | | | | Director | | | | | | [removed: January 31, 2025] [added: February 3, 2026] | | |

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

| | | | | | | | | | | | | | | | David J. Rosa Chief Executive Officer | | |

| /S/ GARY S. GUTHART | | | | | | Executive Chair of the Board of Directors | | | | | | February 3, 2026 | | |

| /S/ CRAIG H. BARRATT | | | | | | Lead Independent Director | | | | | | February 3, 2026 | | |

| Date: | | | January 31, 2025 | | | | | | By: | | | | | | /S/ GARY S. GUTHART | | |

| | | | | | | | | | | | | | | | Gary S. Guthart, Ph.D. Chief Executive Officer | | |

| /S/ DAVID J. ROSA | | | | | | President and Director | | | | | | January 31, 2025 | | |

| /S/ CRAIG H. BARRATT | | | | | | Chairman of the Board of Directors | | | | | | January 31, 2025 | | |

| /S/ MARK J. RUBASH | | | | | | Director | | | | | | January 31, 2025 | | |

| Mark J. Rubash | | | | | | | | | | | | | | |