ISRG

• The amended bylaws allow the company to disregard shareholder nominations that fail to comply with SEC universal proxy rules, including the 67% solicitation requirement.
• New disclosure requirements for shareholder nominations and proposals include synthetic equity details, investment dates and intent, and proxy statement language.
• Procedural changes prohibit nominating more candidates than open board seats, require record-holder status for questionnaires, and mandate in-person attendance at meetings.
• The voting standard for corporate actions (excluding elections) changed to a majority of votes cast, and other technical amendments were made to conform to applicable law.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• GAAP net income attributable to Intuitive was $818 million, or $2.29 per diluted share, versus $658 million, or $1.81 per diluted share, in Q2 2025.
• Non-GAAP net income was $1.00 billion, or $2.80 per diluted share, versus $0.80 billion, or $2.19 per diluted share, in Q2 2025.
• Worldwide procedures (da Vinci and Ion combined) grew approximately 16% year-over-year; da Vinci procedures grew ~15% and Ion procedures grew ~36%.
• For full-year 2026, the company expects da Vinci procedure growth of approximately 13.5% to 15.5%, non-GAAP gross profit margin of 68.0% to 69.0%, and non-GAAP operating expense growth of 11% to 13%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Taylor Patton, currently Global Senior Vice President, Endoluminal, will become Chief Commercial and Marketing Officer effective July 1, 2026.
• Patton will join Intuitive's Executive Leadership team and succeed Charlton, who will work closely with Patton to support a smooth transition.
• Patton has nearly two decades at Intuitive and led the worldwide launch and growth of the Ion platform.
• The change was announced in a press release dated May 28, 2026, filed as Exhibit 99.1 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• All ten director nominees were elected, including Craig H. Barratt, Joseph C. Beery, Lewis Chew, Gary S. Guthart, Sreelakshmi Kolli, Amy L. Ladd, Keith R. Leonard Jr., Jami Dover Nachtsheim, Monica P. Reed, and David J. Rosa.
• The advisory vote on executive compensation was approved with 265,030,878 votes for and 17,018,702 against.
• The ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026 was approved.
• The Board increased the stock repurchase authorization to an aggregate of $5.0 billion.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure

• GAAP net income was $822 million ($2.28 per diluted share), up from $698 million ($1.92) a year ago.
• Non-GAAP net income was $901 million ($2.50 per diluted share), up from $662 million ($1.81).
• Worldwide procedures grew ~17% (da Vinci ~16%, Ion ~39%); 431 da Vinci systems placed, including 232 da Vinci 5.
• 2026 outlook: da Vinci procedure growth 13.5%-15.5%, non-GAAP gross margin 67.5%-68.5% (incl. 1.0% tariff impact), non-GAAP opex growth 11%-14%.
• Repurchased 2.3 million shares for $1.1 billion in Q1 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Intuitive Surgical completed its acquisition of the da Vinci and Ion distribution business operated by ab medica, Abex, Excelencia Robótica, and their affiliates on March 1, 2026.
• Approximately 250 employees from the acquired business are joining Intuitive's European commercial and marketing organization.
• As of December 31, 2025, there was a combined installed base of more than 470 da Vinci surgical systems in Italy, Spain, and Portugal.
• The Ion endoluminal system was recently launched in Italy and Spain.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP net income attributable to Intuitive was $795 million, or $2.21 per diluted share, versus $686 million, or $1.88 per share, in Q4 2024.
• Worldwide procedures (da Vinci and Ion combined) grew approximately 18% year-over-year; da Vinci procedures grew ~17% and Ion procedures grew ~44%.
• The company placed 532 da Vinci systems (303 da Vinci 5) and 42 Ion systems in Q4 2025; installed base reached 11,106 da Vinci and 995 Ion systems.
• For 2026, Intuitive expects da Vinci procedure growth of 13%-15%, non-GAAP gross margin of 67%-68%, and non-GAAP operating expense growth of 11%-15%.
• Q4 2025 non-GAAP net income was $914 million, or $2.53 per diluted share, versus $805 million, or $2.21 per share, in Q4 2024.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Preliminary Q4 2025 revenue was approximately $2.87 billion, up 19% from $2.41 billion in Q4 2024.
• Worldwide procedures (da Vinci and Ion combined) grew approximately 18% in Q4 2025 and 19% for the full year.
• The company placed 532 da Vinci systems in Q4 2025, including 303 da Vinci 5 systems, and 1,721 systems for the full year.
• The company expects worldwide da Vinci procedures to increase approximately 13% to 15% in 2026.
• Q4 2025 expenses included a $70 million contribution to the Intuitive Foundation, up from $45 million in Q4 2024.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits