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美国

证券交易委员会

华盛顿特区 20549

表格 10-Q

(选择一项)


☒	根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度

或


☐	根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

从到

委员会文件编号 000-30713

Intuitive Surgical, Inc.

(根据其章程指定的注册人全名)


特拉华州		77-0416458
(注册或组织的州或其他司法管辖区)		(美国国税局雇主识别号码)

1020 Kifer 路

加州桑尼维尔 94086

(主要执行办公室地址) (邮政编码)

(408) 523-2100

(注册人的电话号码，包括区号)

根据《法案》第 12(b) 条注册的证券：


每类证券的名称	交易符号	每种证券的注册交易所名称
面值为 0.001 美元的普通股	ISRG	纳斯达克全球精选市场

通过勾选方框表明注册人（1）是否已提交根据《证券交易法》第 13 或 15(d) 条在前 12 个月内（或注册人需提交此类报告的较短期间）要求提交的所有报告，以及（2）是否在过去 90 天内受到此类提交要求的约束。是 x 否 ¨

通过勾选方框表明注册人是否在前 12 个月内（或注册人需提交此类文件的较短期间）根据《S-T 规则》第 405 条（本章第 232.405 条）提交了所有要求提交的交互式数据文件。是 x 否 ¨

通过勾选方框表明注册人是大型加速提交者、加速提交者、非加速提交者、较小报告公司，还是新兴成长公司。请参见《交易法》第 12b-2 条中“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义。

大型加速提交者

加速提交者

非加速提交者

较小报告公司

☐

新兴成长公司

☐

如果是一家新兴成长公司，请通过勾选方框表明注册人是否已选择不使用根据《交易法》第 13(a) 条提供的任何新修订的财务会计标准的延长过渡期。 ¨

用勾选框表明注册人是否为壳公司（根据《交易法》第12b-2条的定义）。是 ☐ 否 x

截至2026年10月15日，注册人已发行346,643,718股普通股，每股面值0.001美元。

INTUITIVE SURGICAL, INC.


		页码 No.
I部分。财务信息

项目 1。	未经审计的财务报表：

	截至2026年9月30日和2025年12月31日	3

	截至2026年9月30日的三个月和九个月的合并综合损益表和2025年	4

	截至2026年9月30日的九个月的合并综合现金流量表和2025年	5

	合并财务报表附注	6

项目 2。	管理层讨论与分析财务状况和经营成果	26

项目 3。	关于市场风险的定量和定性披露	48

项目 4。	控制和程序	49

II部分。其他信息

项目 1。	法律诉讼	50

项目 1A。	风险因素	50

项目 2。	未注册的股权证券销售和资金使用	50

项目 3。	高级证券违约	50

项目 4。	矿山安全披露	51

项目 5。	其他信息	51

项目 6。	附录	52

	签名	53

I部分 – 财务信息

项目 1。财务报表

INTUITIVE SURGICAL, INC.

合并资产负债表

（未经审计）


单位：百万美元（面值除外）	2026年9月30日		2025年12月31日
资产
流动资产：
现金及现金等价物	$	2,978.1			$	3,368.0
短期投资	1,064.4			2,566.9
应收账款，净额	1,721.3			1,527.3
存货	2,128.2			1,840.0
预付款和其他流动资产	536.3			477.3
流动资产合计	8,428.3			9,779.5
固定资产、厂房和设备，净额	5,676.2			5,342.4
长期投资	2,757.9			3,099.2
递延税资产	719.7			1,018.6
无形资产和其他资产，净额	1,209.2			848.7
商誉	557.8			370.3
资产总计	$	19,349.1			$	20,458.7
负债和股东权益
流动负债：
应付账款	$	279.5			$	255.1
应计薪酬和员工福利	505.9			648.4
递延收入	541.2			506.7
其他应计负债	1,206.4			596.0
流动负债合计	2,533.0			2,006.2
其他长期应付款	698.3			510.8
总负债	3,231.3			2,517.0
或有事项（注8）
股东权益：
优先股，2.5股授权，面值0.001美元，可分系列发行；截至2026年9月30日和2025年12月31日，已发行和流通股为零股	—			—
普通股，600.0股授权，面值0.001美元，截至2026年9月30日和2025年12月31日，已发行和流通股分别为346.6股和355.1股	0.3			0.4
额外支付资本	11,521.1			10,768.5
留存收益	4,525.1			7,011.8
其他综合收益（亏损）	(60.3)			43.3
直觉外科公司股东权益总额	15,986.2			17,824.0
合资企业中的非控制性权益	131.6			117.7
总股东权益	16,117.8			17,941.7
总负债和股东权益	$	19,349.1			$	20,458.7

附注是这些简要合并财务报表（未经审计）不可分割的一部分。

直觉外科公司
简要合并利润表
（未经审计）


	截至9月30日的三个月		截至9月30日的九个月
以百万美元计（每股金额除外）	2026		2025		2026		2025
收入：
产品	$	2,566.5			$	2,109.2		$	7,323.5	$	6,048.4
服务	482.2			395.9			1,388.3		1,150.1
总收入	3,048.7			2,505.1			8,711.8		7,198.5
销售成本：
产品	797.7			699.4			2,354.7		2,056.3
服务	166.7			143.3			481.9		404.2
总销售成本	964.4			842.7			2,836.6		2,460.5
毛利	2,084.3			1,662.4			5,875.2		4,738.0
运营费用：
销售、一般及行政费用	633.4			573.3			1,864.6		1,697.9
反垄断集体诉讼和解金	450.0			—			450.0		—
研究与开发	408.3			329.4			1,140.8		958.9
总运营费用	1,491.7			902.7			3,455.4		2,656.8
运营收入	592.6			759.7			2,419.8		2,081.2
利息和其他净收入	75.8			95.5			243.6		274.6
税前收入	668.4			855.2			2,663.4		2,355.8
所得税费用	144.0			146.0			489.8		278.7
净利润	524.4			709.2			2,173.6		2,077.1
减：归属于合资企业非控制性权益的净利润	1.6			4.8			11.2		15.9
归属于直觉外科公司股东的净利润	$	522.8			$	704.4		$	2,162.4	$	2,061.2
归属于直觉外科公司股东的每股净利润：
基本每股收益	$	1.50			$	1.98		$	6.13	$	5.77
稀释每股收益	$	1.49			$	1.95		$	6.07	$	5.67
计算归属于直觉外科公司股东的每股净利润所用的股份数：
基本每股收益	349.0			356.6			352.6		357.5
稀释每股收益	351.6			361.8			356.2		363.5

其他综合收益（亏损），税后：
对冲工具的未实现损益	$	(13.9)			$	12.5		$	(0.9)	$	(13.2)
可供出售证券的未实现损益	(34.0)			5.2			(76.3)		41.7
外币折算损益	(17.8)			5.9			(23.1)		49.5
员工福利计划调整	0.3			0.1			(0.6)		0.4
其他综合收益（亏损）	(65.4)			23.7			(100.9)		78.4
综合收益总额	459.0			732.9			2,072.7		2,155.5
减：归属于非控制性权益的综合收益	2.3			5.0			13.9		16.5
归属于直觉外科公司股东的综合收益总额	$	456.7			$	727.9		$	2,058.8	$	2,139.0

附注是这些简要合并财务报表（未经审计）不可分割的一部分。

直觉外科公司

简要合并现金流量表

（未经审计）


	截至9月30日的九个月
以百万美元计	2026		2025
经营活动：
净利润	$	2,173.6			$	2,077.1
调整项目以将净利润调节为经营活动产生的净现金：
固定资产折旧及处置损失	559.0			446.3
无形资产和其他资产的摊销	85.0			37.3

折扣摊销、溢价摊销及投资的净收益（损失）	(28.1)			(42.3)
出售业务和资产的收益	(7.9)			—
递延所得税	315.9			58.6
以股票为基础的薪酬费用	632.0			584.9

经营性资产和负债的变化，扣除收购的影响：
应收账款	(103.2)			(34.2)
存货	(822.0)			(810.4)
预付款和其他资产	(167.7)			(248.9)
应付账款	26.1			97.0
应计薪酬和员工福利	(149.6)			(80.2)
递延收入	52.1			47.6
其他负债	631.8			5.2
经营活动产生的净现金	3,197.0			2,138.0
投资活动：
购买投资	(1,460.3)			(790.9)
出售投资所得	1,845.1			249.1
投资到期所得	1,373.5			1,795.5
出售资产所得	46.0			—
购置物业、厂房和设备	(329.0)			(377.3)
收购业务，扣除现金、知识产权和其他投资活动	(518.6)			(1.2)
投资活动产生的净现金	956.7			875.2
融资活动：
与员工股票计划相关的普通股发行所得	283.8			273.7
与股权奖励净股结算相关的税款支付	(378.5)			(406.0)
回购普通股	(4,419.2)			(2,094.3)

其他融资活动	(21.3)			—
融资活动使用的净现金	(4,535.2)			(2,226.6)
汇率变动对现金、现金等价物和受限现金的影响	(3.5)			0.5
现金、现金等价物和受限现金的净增加（减少）	(385.0)			787.1
期初现金、现金等价物和受限现金	3,407.4			2,062.4
期末现金、现金等价物和受限现金	$	3,022.4			$	2,849.5

补充和非现金披露：
从存货转移到物业、厂房和设备的设备转移，包括经营租赁资产	$	670.5			$	580.1
通过应付账款和应计负债购置的物业、厂房和设备	82.1			79.9

附注是这些未经审计的合并财务报表的组成部分。

INTUITIVE SURGICAL, INC.

简要合并财务报表附注

（未经审计）

在本报告中，“Intuitive”、“公司”、“我们”、“我们”和“我们的”指的是Intuitive Surgical, Inc.及其全资和多数控股子公司。

注1. 业务描述

Intuitive开发、制造和销售da Vinci®手术系统和Ion®内窥镜系统。公司的产品及相关服务使医生和医疗保健提供者能够提高微创护理的质量和可及性。da Vinci手术系统旨在使外科医生能够在我们针对的普通外科、泌尿科、妇科、心胸外科和头颈外科等专科中执行广泛的外科手术，包括外科医生控制台或多个控制台、患者侧推车和高性能视觉系统。Ion内窥镜系统是一种灵活的、机器人辅助的、基于导管的平台，第一个获批的适应症是肺部微创活检，包括系统推车、控制器、导管和视觉探针。两个系统都使用软件、器械和配件。

注2. 重要会计政策摘要

列报基础

未经审核的合并财务报表（“财务报表”）及其附注是根据美国通用会计原则（“GAAP”）编制的，并且根据证券交易委员会（“SEC”）关于中期财务报告的规则和法规。管理层认为，Intuitive Surgical, Inc.及其全部拥有和多数拥有子公司未经审核的财务报表是按照截至2025年12月31日止财年的已审计合并财务报表一致编制的，并包括为公允列示本文件所述信息所必需的所有调整，这些调整包括正常的、经常性调整。所有内部交易和账户余额在合并中已予以抵销。

某些通常包含在年度合并财务报表中的信息和脚注披露已被简化或省略。因此，应将这些财务报表与公司2025年12月31日止财年的年度报告10-K表格中包含的已审计合并财务报表和相关脚注一起阅读，该报告于2026年2月3日提交给SEC。2026年前九个月的运营结果不一定代表整个财年或任何未来期间的预期结果。

财务报表包括公司多数拥有合资企业Intuitive Surgical-Fosun Medical Technology (Shanghai) Co., Ltd.和Intuitive Surgical-Fosun (HongKong) Co., Ltd.（统称“合资企业”）的结果和余额，与上海复星医药（集团）股份有限公司（“复星医药”）有关。公司对合资企业拥有控制性财务权益，非控制性权益作为合并后股东权益的单独组成部分列示。合资企业中非控制性权益的收益部分在合并后综合收益表中单独列示。

风险与不确定性

公司未来的运营结果和流动性可能因美国及全球范围内的宏观经济和地缘政治因素的不确定性而受到重大不利影响。这些不确定性包括关税和贸易限制的引入或修改，以及由于价格上涨、市场需求、利率上升以及与政治冲突（包括俄罗斯和乌克兰之间的冲突以及中东地区的冲突，包括与伊朗的冲突）相关的商品市场中断所导致的供应限制。

现有的关税和特定国家的贸易要求，包括主要经济体之间的出口许可证管制，可能会增加公司从美国以外地区进口的原材料和成品的成本。此外，公司预计部分供应商将产生额外的关税相关或通货膨胀成本，这些成本可能会转嫁给公司。公司继续监测某些关键组件和材料的可用性和价格。最终影响将取决于各种因素，包括时间、幅度、持续时间和范围。

最近采用的会计准则

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted ASU 2025-05 effective January 1, 2026, on a prospective basis. In connection with this adoption, the Company elected to apply the practical expedient permitted by the standard, which assumes that current conditions as of the balance sheet date do not change for the remaining

life of the assets. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual period. The Company is currently in the process of evaluating the impact of this pronouncement on its condensed consolidated financial statements and related disclosures.

No other recently adopted or issued accounting pronouncements had, or are expected to have, a material impact on the Company’s unaudited condensed consolidated financial statements.

NOTE 3. FINANCIAL INSTRUMENTS

Cash, Cash Equivalents, and Investments

The following tables summarize the Company’s cash and available-for-sale debt securities’ amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit loss, and fair value by significant investment category reported as cash and cash equivalents, short-term investments, or long-term investments (in millions):


	As of September 30, 2026
										Reported as:
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Loss	Fair Value		Cash and Cash Equivalents	Short- term Investments		Long- term Investments
Cash	$	649.4			$	—		$	—		$	—			$	649.4		$	649.4	$	—	$	—
Level 1:
Money market funds	1,879.2			—			—		—		1,879.2			1,879.2			—		—
U.S. treasuries	3,690.5			0.3			(45.7)		—		3,645.1			449.5			862.3		2,333.3
Subtotal	5,569.7			0.3			(45.7)		—		5,524.3			2,328.7			862.3		2,333.3
二级(1):

公司债务证券	459.5			—			(13.4)		(0.1)		446.0			—			33.1		412.9
美国政府机构	181.3			—			(0.6)		—		180.7			—			169.0		11.7


小计	640.8			—			(14.0)		(0.1)		626.7			—			202.1		424.6



按公允价值计量的总资产	$	6,859.9			$	0.3		$	(59.7)		$	(0.1)			$	6,800.4		$	2,978.1	$	1,064.4	$	2,757.9


	截至2025年12月31日
										列示为：
	摊余成本成本		累计未实现收益		累计未实现损失		信用损失准备	公允价值		现金及现金等价物	短期投资		长期投资
现金	$	514.9			$	—		$	—		$	—			$	514.9		$	514.9	$	—	$	—
二级：
货币市场基金	2,287.0			—			—		—		2,287.0			2,287.0			—		—
美国国债	5,694.3			39.0			(0.9)		—		5,732.4			565.1			2,345.5		2,821.8
小计	7,981.3			39.0			(0.9)		—		8,019.4			2,852.1			2,345.5		2,821.8
二级(1):

公司债务证券	167.8			—			(0.7)		(0.1)		167.0			1.0			78.4		87.6
美国政府机构	330.6			2.3			(0.1)		—		332.8			—			143.0		189.8


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



按公允价值计量的总资产	$	8,994.6			$	41.3		$	(1.7)		$	(0.1)			$	9,034.1		$	3,368.0	$	2,566.9	$	3,099.2

(1)当无法获得相同证券的充分报价时，公司会使用市场定价和其他可观测的类似证券的输入值，这些输入值来自各种第三方数据提供商。

下表总结了公司现金等价物和可供出售债务证券的合同到期日（不包括货币市场基金）（单位：百万美元）：


	截至2026年9月30日
	摊余成本成本		公允价值
一年内到期	$	1,517.1			$	1,513.9
一至五年到期	2,814.2			2,757.9

总计	$	4,331.3			$	4,271.8

实际到期日可能与合同到期日不同，因为某些借款人有权提前偿还某些义务。截至2026年9月30日的三个月和九个月内出售投资产生的已实现收益和损失不重大。

下表展示了可供出售债务证券中未实现损失的构成情况（单位：百万美元）：


	截至2026年9月30日
	未实现损失不足12个月		未实现损失12个月或更久		总计
	公允价值		未实现损失		公允价值		未实现损失	公允价值		未实现损失
美国国债	$	3,198.5			$	(45.6)		$	40.0		$	(0.1)		$	3,238.5	$	(45.7)

公司债务证券	431.2			(13.3)			14.8		(0.1)		446.0		(13.4)
美国政府机构	124.7			(0.6)			—		—		124.7		(0.6)

总计	$	3,754.4			$	(59.5)		$	54.8		$	(0.2)		$	3,809.2	$	(59.7)


	截至2025年12月31日
	未实现损失不足12个月		未实现损失12个月或更久		总计
	公允价值		未实现损失		公允价值		未实现损失	公允价值		未实现损失
美国国债	$	298.0			$	(0.3)		$	164.4		$	(0.6)		$	462.4	$	(0.9)

公司债务证券	44.5			—			73.6		(0.7)		118.1		(0.7)
美国政府机构	—			—			29.2		(0.1)		29.2		(0.1)

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

公司会定期审查处于未实现损失状态的证券，并通过考虑历史经验、市场数据、被投资方的财务状况和近期前景、损失与发行人信用的相关程度以及证券的预期现金流等因素来评估当前预期信用损失。公司根据证券的底层风险概况对投资组合进行分类，并对美国国债和美国政府机构证券有零损失预期。这一假设的基础是，这些证券一直获得评级机构的高信用评级，有长期无信用损失的历史，由主权实体明确担保，该实体可以自行印刷货币，并以中央银行经常持有的货币、用于国际商业并普遍被视为储备货币的货币计值。此外，公司所有对公司债务证券的投资都集中在信用评级高的证券上，这些证券历史上违约率一直很低。

公司可供出售债务证券的当前未实现损失是由于利率上升造成的。这些投资的合同条款不允许发行人以低于投资摊余成本基础的价格结算证券。截至2026年9月30日，公司无意出售处于未实现损失状态的投资，并且不太可能在收回其摊余成本基础（可能在到期时）之前被要求出售任何投资。因此，公司预计不会在这些可供出售的债务证券上实现任何损失。在确定未实现损失处理方式时考虑的其他因素包括被投资方的财务状况和近期前景、损失与发行人信用的相关程度以及证券的预期现金流。

截至2026年9月30日止三个月及九个月，以及2025年同期，与可供出售债务证券相关的信用损失并不重大。

权益投资

公司权益投资可能在任何时候包括具有或不具有可确定公允价值的权益投资。公司通常将没有可确定公允价值的权益投资按成本减去任何减值，加上或减去来自相同或类似发行人相同投资的有序交易中可观察价格变动的影响进行确认。

以下表格是与权益投资相关的活动摘要（单位：百万美元）：


							列报为：
	2025年12月31日账面价值		公允价值变动 (1)	购买/出售/其他 (2)		2026年9月30日账面价值	预付款项和其他流动资产		无形资产和其他资产，净额

没有可确定公允价值的权益投资	$	121.7		$	1.7		$	12.0		$	135.4	$	—	$	135.4

(1)计入利息和其他收入，净额。
(2) 其他包括外币折算收益/损失。

截至2026年9月30日的九个月期间，该公司未持有任何具有可确定公允价值的权益性投资（第1级）。

外币衍生品

公司对冲计划的目的是减轻汇率变动对公司来自外币计价销售、费用、内部往来余额以及其他以外币计价的货币性资产或负债（“美元”（USD）以外的货币）的净现金流的影响。公司衍生品合约的条款通常为13个月或更短。衍生品资产和负债使用第2级公允价值输入进行计量。

现金流量对冲

公司签订货币远期合约作为现金流量对冲，以对冲某些以外币计价的预测收入交易，主要是欧元（“EUR”）、日元（“JPY”）、韩元（“KRW”）、英镑（“GBP”）、新台币（“TWD”）、印度卢比（“INR”）和加元（“CAD”）。公司还签订货币远期合约作为现金流量对冲，以对冲某些以外币计价的预测费用交易，主要是瑞士法郎（“CHF”）和欧元（“EUR”）。

对于这些衍生品，公司将对冲产生的未实现税后收益或损失作为股东权益中累计其他综合收益（损失）的一部分进行报告，并在对冲交易影响收益的同一期间将该金额重分类至收益中。对于截至2026年9月30日的三个月和九个月以及2025年同期，与对冲交易相关的重分类至收入和费用的金额以及现金流量对冲的无效部分均不重大。

未指定为对冲工具的其他衍生品

未指定为对冲工具的其他衍生品主要包括公司用于对冲内部往来余额和其他以外币计价的货币性资产或负债的远期合约，主要是欧元（“EUR”）、日元（“JPY”）、韩元（“KRW”）、印度卢比（“INR”）、新台币（“TWD”）、英镑（“GBP”）、瑞士法郎（“CHF”）、人民币（“CNY”）和墨西哥比索（“MXN”）。

这些衍生工具用于对冲资产负债表上的外币敞口。相关收益和损失如下（单位：百万美元）：


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
在利息和其他收入（净额）中确认的收益（损失）	$	(16.3)			$	13.2		$	3.3	$	(22.1)
与资产负债表重计量相关的外汇收益（损失）	14.7			(14.3)			(9.2)		12.2

衍生品的名义金额提供了一种衡量交易量的方法。未到期衍生品的总名义金额（以美元计算）以及每期结束时的总名义公允价值如下（单位：百万美元）：


	作为对冲工具的衍生工具		未作为对冲工具的衍生工具
	2026年9月30日		2025年12月31日		2026年9月30日		2025年12月31日
名义金额：
远期合约	$	688.0			$	535.5		$	869.0	$	798.7
公允价值总额记录在：
预付款和其他流动资产	$	12.5			$	8.8		$	10.4	$	10.7
其他应计负债	8.9			4.1			6.1		6.6

注4. 合并财务报表细节

资产负债表细节

以下表格提供了选定的合并资产负债表项目详情（以百万美元计）：


	截至
应收账款，净额	2026年9月30日 2025年12月31日		2025年12月31日 2025年12月31日
贸易应收账款，净额	$	1,471.8			$	1,357.7


未计账应收账款和其他	278.0			196.3
销售退回和折扣	(28.5)			(26.7)
应收账款，净额总计	$	1,721.3			$	1,527.3


	截至
存货	2026年9月30日 2025年12月31日		2025年12月31日 2025年12月31日
原材料	$	652.3			$	561.1
在制品	333.2			287.9
产成品	1,142.7			991.0
存货总计	$	2,128.2			$	1,840.0


	截至
预付款和其他流动资产	2026年9月30日 2025年12月31日		2025年12月31日 2025年12月31日
销售型租赁的净投资 – 短期	$	103.7			$	100.9
预付税款	80.6			15.3

其他预付款和其他流动资产	352.0			361.1


预付款和其他流动资产总计	$	536.3			$	477.3


	截至
其他应计负债 – 短期	2026年9月30日 2025年12月31日		2025年12月31日 2025年12月31日
应计税款和其他税款	$	218.8			$	125.4
应计与建设相关的资本支出	62.6			58.3
与诉讼相关的应计负债	463.2			6.2

其他应计负债	461.8			406.1



其他应计负债 – 短期总计	$	1,206.4			$	596.0


	截至
其他长期负债	2026年9月30日 2025年12月31日		2025年12月31日 2025年12月31日
长期应计税款	$	273.6			$	193.6
长期递延收入	128.2			91.4
其他长期负债	296.5			225.8
其他长期负债总计	$	698.3			$	510.8

受限现金

受限现金金额主要与公司的保险计划和某些员工相关福利有关。以下表格提供了截至所列期间的总现金、现金等价物和受限现金详情（以百万美元计）：


	截至
	2026年9月30日		2025年12月31日
现金及现金等价物	$	2,978.1			$	3,368.0

其他流动资产中的受限现金	29.3			24.4
其他资产中的受限现金	15.0			15.0
现金、现金等价物和受限现金总计	$	3,022.4			$	3,407.4

注 5. 收入

来自外部客户的收入根据客户所在地分配至各个国家。以下表格按地区和类型展示了收入详情（以百万美元计）：


	截至2026年9月30日的三个月		截至2026年9月30日的九个月
美国	2026		2025		2026		2025
仪器和配件	$	1,247.9			$	1,062.0		$	3,550.1	$	3,043.1
系统	505.5			397.5			1,327.4		1,087.4
服务	309.6			258.1			902.0		754.7
美国总收入	$	2,063.0			$	1,717.6		$	5,779.5	$	4,885.2

美国以外地区（“OUS”）
仪器和配件	$	549.5			$	456.8		$	1,668.6	$	1,317.5
系统	263.6			192.9			777.4		600.4
服务	172.6			137.8			486.3		395.4
OUS总收入	$	985.7			$	787.5		$	2,932.3	$	2,313.3

总计
仪器和配件	$	1,797.4			$	1,518.8		$	5,218.7	$	4,360.6
系统	769.1			590.4			2,104.8		1,687.8
服务	482.2			395.9			1,388.3		1,150.1
总收入	$	3,048.7			$	2,505.1		$	8,711.8	$	7,198.5

剩余履约义务

分配给剩余履约义务的交易价格涉及尚未确认收入的产品和服务的分配金额。这些履约义务的大部分与公司系统销售和租赁安排中的服务义务相关，这些义务将在未来期间满足并确认为收入。截至2026年9月30日，分配给剩余履约义务的交易价格为38亿美元。剩余履约义务预计将在系统销售、租赁和售后服务安排的期限内履行。大约一半的剩余履约义务预计将在未来12个月内确认，其余部分将在系统销售、租赁和售后服务安排的期限内确认，这些安排通常最长为5年。

合同资产和负债

以下信息总结了公司的合同资产和负债（单位：百万美元）：


	截至
	2026年9月30日		2025年12月31日
合同资产	$	33.8			$	15.3
递延收入 (1)	669.4			598.1

(1) 2026年3月1日，公司收购一家企业时获得了2000万美元的递延收入。有关更多信息，请参阅第7号注释。

所列期间的合同资产主要代表根据相关履约义务的单独售价比例确认的收入与安排中的合同计费条款之间的差异。公司在所列任何期间均未对其合同资产产生重大减值损失。

公司根据销售安排中的计费时间表向客户开票。付款通常在开票日期后30至60天内到期。

所列期间的递延收入主要与服务合同相关，服务费用在服务提供之前通常按季度或年度提前收取。相关的递延收入通常在服务期间内确认。

在截至2026年9月30日的三个月和九个月内，公司分别确认了9700万美元和4.78亿美元的收入，这些收入包含在2025年12月31日的递延收入余额中。在截至2025年9月30日的三个月和九个月内，公司分别确认了9100万美元和4.15亿美元的收入，这些收入包含在2024年12月31日的递延收入余额中。

直觉系统租赁

下表展示了来自直觉系统租赁安排的产品收入（单位：百万美元）：


	截至2026年9月30日的三个月		截至2026年9月30日的九个月
	2026		2025		2026		2025
销售型租赁收入	$	25.3			$	30.9		$	78.8	$	72.5
经营租赁收入*	275.0			223.0			787.0		632.0

*包含在经营租赁收入中的可变租赁收入，主要与基于使用情况的安排相关	$	177.8			$	138.3		$	503.8	$	380.0

应收账款

坏账准备是基于公司对客户应收账款可收回性的评估。公司定期通过考虑历史经验、信用质量、应收账款余额的账龄以及可能影响客户支付能力的当前经济状况等因素来审查该准备金。截至2026年9月30日及2025年9月30日的三个月和九个月期间，坏账费用不重大。

如果其客户受到医疗保健法规、程序覆盖和报销变化、与本地或全球经济衰退相关的经济压力或不确定性，或其他客户特定因素的不利影响，公司面临信用损失的风险可能增加。尽管公司历史上未经历重大信用损失，但由于宏观经济因素（包括通货膨胀、关税、高利率和人员短缺）影响医院现金流，可能导致租赁和贸易应收款账面价值的潜在调整产生重大不利影响。

注6. 租赁

与达芬奇系统租赁相关的出租人信息

销售型租赁。与销售型租赁安排相关的租赁应收款在合并资产负债表中列示如下（单位：百万美元）：


	截至
	2026年9月30日		2025年12月31日
租赁应收款总额	$	358.4			$	317.5
未实现收益	(27.1)			(14.7)
小计	331.3			302.8
信用损失准备金	(2.6)			(2.6)
销售型租赁的净投资	$	328.7			$	300.2
列示为：
预付款项和其他流动资产	$	103.7			$	100.9
无形资产和其他资产，净额	225.0			199.3
销售型租赁的净投资 (1)	$	328.7			$	300.2

(1) 2026年3月1日，公司收购一家企业时，共获得7.52亿美元的销售型租赁净投资，其中2.00亿美元计入预付款项和其他流动资产，5.52亿美元计入无形资产和其他资产，净额。有关更多信息，请参阅注释7。

截至2026年9月30日，租赁应收款的合同到期情况如下（单位：百万美元）：


财年	金额
2026年剩余期间	$	30.0
2027	119.4
2028	91.1
2029	66.0
2030	31.6
2031年及以后	20.3
总计	$	358.4

公司与某些合格客户签订销售型租赁，以购买其系统。销售型租赁的期限通常为24至84个月，并通常以底层资产的担保权益作为抵押。贷款损失准备金是基于公司对租赁应收款的当前预期终身损失的评估。公司定期通过考虑历史经验、信用质量、租赁应收款余额的账龄以及可能影响客户支付能力的当前经济状况等因素来审查该准备金。租赁应收款在发票到期日之后逾期90天即被视为逾期。

该公司通过多种与客户相关的因素来管理销售型租赁的净投资信用风险，包括但不限于以下因素：经营规模；盈利能力、流动性及负债比率；付款历史；以及逾期金额。该公司还使用从外部供应商获得的信用评分作为确定信用质量的关键指标。下表按原始年份和信用质量对2026年9月30日销售型租赁的净投资的摊销成本基础进行了总结（单位：百万美元）：


	2026		2025		2024		2023	2022		以前	净投资
信用评级：
高	$	41.8			$	41.7		$	40.5		$	13.3		$	15.0		$	1.8	$	154.1
中等	39.8			59.8			41.8		17.9		13.0		2.3			174.6
低	—			0.5			1.7		—		0.4		—			2.6
总计	$	81.6			$	102.0		$	84.0		$	31.2		$	28.4		$	4.1	$	331.3

截至2026年9月30日的三个月和九个月，与销售型租赁的净投资相关的信用损失并不重大。

注释7. 企业合并、商誉和无形资产

企业合并

收购ab medica、Abex、Excelencia Robótica及其关联公司

2026年3月1日，Intuitive以约5.331亿美元现金收购了ab medica、Abex、Excelencia Robótica及其关联公司之前运营的da Vinci和Ion分销业务，扣除3,260万美元现有应收款的净额后。由于金额按公允价值列示，因此在结算时未确认任何损益。由于此次收购，Intuitive接管了意大利、西班牙、葡萄牙、马耳他、圣马力诺及有关地区的直接分销责任。在截至2026年9月30日的三个月内，公司最终确定了购买对价，并从卖方收到了1,560万美元。

截至2026年9月30日，初步购买对价分配已根据测量期内识别的调整进行了更新。所收购资产和承担负债的公允价值如下（单位：百万美元）：


	金额
现金	$	37.5
应收账款，净额	90.9
其他收购的流动资产	37.5
固定资产、厂房和设备，净额	60.6
无形资产和其他资产	281.0
商誉	196.3
所收购的总资产	703.8

应付账款、应计负债和其他流动负债	78.5
递延税负债 – 长期	54.4
其他长期负债	20.8
所承担的总负债	153.7

所收购资产和所承担负债的公允价值	$	550.1

购买对价根据收购日各项资产和负债的估计公允价值分配至所收购的有形和无形资产以及所承担的负债，超出部分记录为商誉。某些所收购资产和所承担负债的公允价值在测量期内可能会因获得更多信息而发生变化。公司预计将在尽实际可行的情况下尽快完成购买对价的分配，最迟不晚于收购日后一年。

下表总结了所收购无形资产的组成部分及其估计的加权平均使用寿命（单位：百万美元，除年份外）：


	估计公允价值	加权平均使用寿命（年）
客户关系	$	195.5		6.6
重新获得分销权	17.8		0.3
非竞争协议	6.1		3.0
总收购相关无形资产	$	219.4

确认的商誉主要归因于所获得的团队、预期的运营协同效应以及在相关地理市场建立直接商业存在的战略利益。商誉在所得税方面不可抵扣。

假设收购在收购当年前一个日历年度初已完成的编制财务信息，以及本年度产生的收入和收益，对于披露目的而言并不重要。

商誉

下表总结了报告期内商誉账面价值的变化（以百万美元为单位）：


	金额
截至2025年12月31日的余额	$	370.3
收购活动	196.3
外币折算和其他活动	(8.8)
截至2026年9月30日的余额	$	557.8

无形资产

下表总结了总无形资产的构成、累计摊销和净无形资产余额（以百万美元为单位）：


	截至2026年9月30日		截至2025年12月31日
	总账面价值		累计摊销		净账面价值		总账面价值	累计摊销		净账面价值
专利和开发技术	$	138.2			$	(127.0)		$	11.2		$	192.8		$	(182.8)	$	10.0
客户关系	193.4			(18.8)			174.6		28.2		(27.1)		1.1
分销权和其他	6.1			(1.2)			4.9		—		—		—
总确定期限的无形资产	$	337.7			$	(147.0)		$	190.7		$	221.0		$	(209.9)	$	11.1
在研研发	6.0			—			6.0		6.0		—		6.0
总无形资产	$	343.7			$	(147.0)		$	196.7		$	227.0		$	(209.9)	$	17.1

与无形资产相关的摊销费用分别为930万美元和330万美元，分别针对2026年9月30日和2025年9月30日结束的三个月。与无形资产相关的摊销费用分别为4040万美元和990万美元，分别针对2026年9月30日和2025年9月30日结束的九个月。

截至2026年9月30日与无形资产相关的预计未来摊销费用如下（以百万美元为单位）：


财年	金额
2026年剩余时间	$	8.9
2027	35.4
2028	33.9
2029	31.4
2030	30.4
2031年及以后	50.7
总计	$	190.7

上述预计摊销费用仅为估计值。由于可能有额外的无形资产收购、无形资产的计量期调整、外币汇率变动、无形资产减值、无形资产加速摊销以及其他事件，实际摊销费用可能与预计金额不同。

注8. 或有事项

不时地，公司会涉及各种索赔、诉讼、调查和程序，涉及证券法、产品责任、知识产权、商业、保险、合同纠纷、就业和其他事项。其中一些诉讼和索赔在下文有更详细的描述。无法预测这些事项的结果，公司也无法保证能够以商业上合理的条款达成任何解决办法。

当损失可能性较大且金额可以合理估计时，会在财务报表中记录与法律纠纷相关的负债和对收益的影响。每次会计期间都会根据所有可用信息重新评估该评估，包括谈判、和解、裁决、法律顾问的意见以及其他与每起案件相关的信息和事件。然而，未来可能产生的额外法律费用（包括和解金、判决、法律费用和其他相关辩护费用）可能会对公司的业务、财务状况或未来经营成果产生重大不利影响。

产品责任诉讼

公司目前在多个州和联邦法院被列为被告，涉及多起单独的产品责任诉讼。原告通常声称，他们或其家庭成员接受了使用达芬奇手术系统的手术，并因此遭受了各种人身伤害，有些情况下甚至导致死亡。

这些案件提出了各种指控，不同程度地指出原告的伤害是由于达芬奇手术系统所谓的缺陷和/或公司未能向执行原告手术的医疗专业人员提供足够的培训资源所致。这些案件进一步指控公司未能充分披露和/或歪曲了达芬奇手术系统潜在的风险和/或益处。

原告还提出了各种诉讼理由，例如，基于所谓设计缺陷的严格责任、过失、欺诈、明示和默示担保的违反、不当得利以及配偶权益的丧失。原告要求对所谓的身体伤害进行赔偿，并在许多情况下要求惩罚性赔偿。公司否认这些指控，并正在积极应对这些诉讼。

公司对解决待决案件的预期成本的估计是基于与索赔人律师的谈判。待决诉讼和索赔（以及可能产生的其他诉讼和索赔）的最终结果取决于许多难以预测的因素，这些产品责任诉讼和索赔的最终成本可能与当前的估计和计提金额有较大差异，并可能对公司的业务、财务状况或未来经营成果产生重大不利影响。尽管存在超过已确认金额的损失可能性，但公司目前无法估计超过已确认金额的可能损失或损失范围。

商业诉讼

2021年5月10日，外科器械服务公司（Surgical Instrument Service Company, Inc.，“SIS”）在加利福尼亚北区法院提起诉讼，指控该公司在EndoWrist的维修、维护和修理流程中存在反托拉斯行为。法院部分支持、部分驳回了该公司驳回诉讼的动议，调查程序已开始。该公司提交了答辩书，否认反托拉斯指控，并对SIS提起了反诉。反诉指控SIS违反了联邦兰哈姆法案、加利福尼亚不公平竞争法和加利福尼亚虚假广告法，并且SIS还应对该公司承担不公平竞争和破坏合同的侵权责任。双方提交了简易判决动议，法院于2023年9月7日对此类动议举行了听证会。

2024年3月31日，法院部分支持并部分驳回了Intuitive和原告的简易判决动议。此案的审判于2025年1月6日开始。2025年1月28日，在原告和Intuitive的主案结束之后，法院裁定支持Intuitive，驳回了SIS的所有反托拉斯指控，并中止了Intuitive的反诉。2025年2月27日，SIS向第九巡回上诉法院提交了上诉通知。SIS于2025年7月23日提交了上诉状。公司于2025年10月29日提交了回应状。SIS于2025年12月26日提交了答复状。口头辩论于2026年6月25日进行。2026年8月13日，第九巡回上诉法院发布命令，推翻了地区法院的判决，并将案件发回进行进一步审理。Intuitive于2026年9月29日提交了要求全院重审的请求。根据目前可获得的信息，公司无法合理估计由此事件引起的损失或损失范围。

三起集体诉讼指控在加利福尼亚北区法院针对该公司提起，指控该公司在某些由该公司制造的器械的维修和修理过程中存在反托拉斯行为。Larkin社区医院于2021年5月20日提起诉讼，Franciscan Alliance, Inc.和King County公共医院区第1区于2021年7月6日提起诉讼，Kaleida Health于2021年7月8日提起诉讼。法院已将Franciscan Alliance, Inc.和King County公共医院区第1区以及Kaleida Health的案件与Larkin社区医院的案件合并，现在在Larkin案卷中标题为“关于达芬奇手术机器人反托拉斯诉讼的案件”。代表此前提起诉讼的每位原告，已提交了一份合并修订的集体诉讼诉状。2022年1月14日，Kaleida Health自愿退出此案。2022年1月18日，公司针对本案的原告提交了答辩书，调查程序已开始。

就该集体诉讼案件而言，2023年9月7日，法院听取了双方关于简易判决动议及与专家证人证词相关动议的辩论。2024年3月31日，法院部分支持、部分驳回了原告关于某些市场定义问题的简易判决动议，并驳回了Intuitive公司关于反垄断主张的动议。在驳回Intuitive公司的动议时，法院拒绝决定第三方公司是否需要就其与EndoWrist器械相关的服务获得510(k)许可，并且由于美国食品药品监督管理局（FDA）对此问题没有正式裁决，因此驳回了Intuitive公司基于此理由挑战原告资格的简易判决动议。法院还对专家证人问题作出了其他裁决。在简易判决令中，法院支持原告的立场，裁定达芬奇机器人和EndoWrist器械在反垄断目的下占据独立的产品市场。法院还裁定，存在一个针对EndoWrist器械维修和更换的反垄断后续市场，并且Intuitive公司在该后续市场中具有垄断地位。法院驳回了原告关于软组织外科机器人是否构成相关反垄断市场或是否属于包含腹腔镜手术和开放手术的更大市场的简易判决动议。2024年7月30日，法院批准了Intuitive公司要求重新考虑的动议，撤销了法院2024年3月31日裁决中关于美国市场中EndoWrist器械维修和更换定义以及Intuitive公司在该市场中市场地位的部分内容。2025年3月31日，法院批准了原告的集体认证动议。法院制定了时间表，将审判定于2027年9月14日。2026年10月，在调解之后，公司与原告达成了一项书面协议，公司未承认任何责任或不当行为，以一次性支付4.5亿美元及双方同意的禁令救济来解决此案。该和解仍需法院初步和最终批准，无法保证法院会批准该和解，也无法保证个别集体诉讼成员不会提出异议。公司为截至2026年9月30日的三个月和九个月期间记录了4.5亿美元的运营费用，并在2026年9月30日的其他应计负债中确认了相应的负债。

费用，以及截至2026年9月30日的其他应计负债中的相应负债。

On September 18, 2024, Restore Robotics Repairs (“Restore”) filed a complaint in the United States District Court for the Northern District of Florida alleging antitrust claims against the Company relating to the service and replacement of X/Xi EndoWrist instruments for use with the da Vinci X and Xi surgical systems. On December 9, 2024, Intuitive filed a motion to dismiss to which plaintiff responded by amending its complaint. Intuitive filed a motion to dismiss the first amended complaint on January 31, 2025. Plaintiff filed an opposition to Intuitive’s motion to dismiss on February 14, 2025, and Intuitive filed a reply on March 26, 2025. On November 7, 2025, the Court entered an Order granting Intuitive’s motion to dismiss. Plaintiff filed its notice of appeal to the Eleventh Circuit Court of Appeals on November 29, 2025. Restore’s initial brief was filed on February 11, 2026. Intuitive’s response was filed on May 13, 2026. Restore’s reply brief was filed on July 6, 2026. Oral argument is tentatively scheduled for the week of January 18, 2027. Based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter.

NOTE 9. STOCKHOLDERS’ EQUITY

Stockholders’ Equity

The following tables present the changes in stockholders’ equity (in millions):


	Three Months Ended September 30, 2026
	Common Stock	Additional Paid-In Capital		Retained Earnings	Accumulated Other Comprehensive Income (Loss)		Total Intuitive Surgical, Inc. Stockholders’ Equity		Noncontrolling Interest in Joint Venture		Total Stockholders’ Equity
	Shares	Amount
Beginning balance	353.9		$	0.4		$	11,325.0			$	6,837.2	$	5.8		$	18,168.4		$	129.3	$	18,297.7

Issuance of common stock through employee stock plans	0.6		—		96.4			—			—	96.4		—			96.4
Shares withheld related to net share settlement of equity awards	(0.1)		—		(0.5)			(12.6)			—	(13.1)		—			(13.1)
Share-based compensation expense related to employee stock plans	—		—		217.6			—			—	217.6		—			217.6
Repurchase and retirement of common stock	(7.8)		(0.1)		(117.4)			(2,822.3)			—	(2,939.8)		—			(2,939.8)
Net income attributable to Intuitive Surgical, Inc.	—		—		—			522.8			—	522.8		—			522.8
Other comprehensive income (loss)	—		—		—			—			(66.1)	(66.1)		0.7			(65.4)

Net income attributable to noncontrolling interest in joint venture	—		—		—			—			—	—		1.6			1.6
Ending balance	346.6		$	0.3		$	11,521.1			$	4,525.1	$	(60.3)		$	15,986.2		$	131.6	$	16,117.8


	Three Months Ended September 30, 2025
	Common Stock	Additional Paid-In Capital		Retained Earnings	Accumulated Other Comprehensive Income (Loss)		Total Intuitive Surgical, Inc. Stockholders’ Equity		Noncontrolling Interest in Joint Venture		Total Stockholders’ Equity
	Shares	Amount
Beginning balance	358.4		$	0.4		$	10,236.8			$	7,605.5	$	3.0		$	17,845.7		$	107.4	$	17,953.1

Issuance of common stock through employee stock plans	0.5		—		90.0			—			—	90.0		—			90.0
Shares withheld related to net share settlement of equity awards	—		—		(0.5)			(19.2)			—	(19.7)		—			(19.7)
Share-based compensation expense related to employee stock plans	—		—		205.4			—			—	205.4		—			205.4
Repurchase and retirement of common stock	(4.0)		—		(52.9)			(1,866.7)			—	(1,919.6)		—			(1,919.6)
Net income attributable to Intuitive Surgical, Inc.	—		—		—			704.4			—	704.4		—			704.4
Other comprehensive income	—		—		—			—			23.5	23.5		0.2			23.7

Net income attributable to noncontrolling interest in joint venture	—		—		—			—			—	—		4.8			4.8
Ending balance	354.9		$	0.4		$	10,478.8			$	6,424.0	$	26.5		$	16,929.7		$	112.4	$	17,042.1


	Nine Months Ended September 30, 2026
	Common Stock	Additional Paid-In Capital		Retained Earnings	Accumulated Other Comprehensive Income (Loss)		Total Intuitive Surgical, Inc. Stockholders’ Equity		Noncontrolling Interest in Joint Venture		Total Stockholders’ Equity
	Shares	Amount
Beginning balance	355.1		$	0.4		$	10,768.5			$	7,011.8	$	43.3		$	17,824.0		$	117.7	$	17,941.7

Issuance of common stock through employee stock plans	3.3		—		283.8			—			—	283.8		—			283.8
Shares withheld related to net share settlement of equity awards	(0.8)		—		(11.2)			(367.3)			—	(378.5)		—			(378.5)
Share-based compensation expense related to employee stock plans	—		—		644.4			—			—	644.4		—			644.4
Repurchase and retirement of common stock	(11.0)		(0.1)		(164.4)			(4,281.8)			—	(4,446.3)		—			(4,446.3)
Net income attributable to Intuitive Surgical, Inc.	—		—		—			2,162.4			—	2,162.4		—			2,162.4
Other comprehensive income (loss)	—		—		—			—			(103.6)	(103.6)		2.7			(100.9)

Net income attributable to noncontrolling interest in joint venture	—		—		—			—			—	—		11.2			11.2
Ending balance	346.6		$	0.3		$	11,521.1			$	4,525.1	$	(60.3)		$	15,986.2		$	131.6	$	16,117.8


	Nine Months Ended September 30, 2025
	Common Stock	Additional Paid-In Capital		Retained Earnings	Accumulated Other Comprehensive Income (Loss)		Total Intuitive Surgical, Inc. Stockholders’ Equity		Noncontrolling Interest in Joint Venture		Total Stockholders’ Equity
	Shares	Amount
Beginning balance	356.6		$	0.4		$	9,681.3			$	6,803.3	$	(51.3)		$	16,433.7		$	95.9	$	16,529.6

Issuance of common stock through employee stock plans	3.4		—		273.7			—			—	273.7		—			273.7
Shares withheld related to net share settlement of equity awards	(0.7)		—		(8.7)			(397.3)			—	(406.0)		—			(406.0)
Share-based compensation expense related to employee stock plans	—		—		589.9			—			—	589.9		—			589.9
Repurchase and retirement of common stock	(4.4)		—		(57.4)			(2,043.2)			—	(2,100.6)		—			(2,100.6)
Net income attributable to Intuitive Surgical, Inc.	—		—		—			2,061.2			—	2,061.2		—			2,061.2
Other comprehensive income	—		—		—			—			77.8	77.8		0.6			78.4

Net income attributable to noncontrolling interest in joint venture	—		—		—			—			—	—		15.9			15.9
Ending balance	354.9		$	0.4		$	10,478.8			$	6,424.0	$	26.5		$	16,929.7		$	112.4	$	17,042.1

Stock Repurchase Program

Through September 30, 2026, the Board of Directors (the “Board”) has authorized an aggregate of $17.4 billion of funding for the Company’s common stock repurchase program (the “Repurchase Program”) since its establishment in March 2009. The most recent authorization occurred in April 2026, when the Board increased the authorized amount available under the Repurchase Program to $5.0 billion, including amounts remaining under previous authorizations. As of September 30, 2026, the remaining amount of share repurchases authorized by the Board under the Repurchase Program was approximately $1.8 billion.

The following table summarizes stock repurchase activities (in millions, except per share amounts):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Shares repurchased	7.8			4.0			11.0		4.4
Average price per share	$	377.01			$	479.60		$	405.51	$	482.66
Aggregate cost of shares repurchased	$	2,939.8			$	1,919.6		$	4,446.3	$	2,100.6

The Company is subject to an excise tax on corporate stock repurchases, which is assessed as one percent of the fair market value of net stock repurchases. As of September 30, 2026, and December 31, 2025, accrued excise taxes related to share repurchases were $32.3 million and $5.6 million, respectively.

Accumulated Other Comprehensive Income (Loss), Net of Tax, Attributable to Intuitive Surgical, Inc.

The components of accumulated other comprehensive income (loss), net of tax, attributable to Intuitive Surgical, Inc. are as follows (in millions):


	Three Months Ended September 30, 2026
	Gains (Losses) on Hedge Instruments		Unrealized Gains (Losses) on Available-for-Sale Securities		Foreign Currency Translation Gains (Losses)		Employee Benefit Plans	Total
Beginning balance	$	17.0			$	(11.8)		$	22.2	$	(21.6)	$	5.8
Other comprehensive loss before reclassifications	(18.5)			(34.8)			(18.5)		(0.1)	(71.9)
Amounts reclassified from accumulated other comprehensive income	4.6			0.8			—		0.4	5.8
Net current-period other comprehensive income (loss)	(13.9)			(34.0)			(18.5)		0.3	(66.1)
Ending balance	$	3.1			$	(45.8)		$	3.7	$	(21.3)	$	(60.3)

	Three Months Ended September 30, 2025
	Gains (Losses) on Hedge Instruments		Unrealized Gains on Available-for-Sale Securities		Foreign Currency Translation Gains		Employee Benefit Plans	Total
Beginning balance	$	(14.7)			$	21.9		$	10.1	$	(14.3)	$	3.0
Other comprehensive income before reclassifications	17.5			5.2			5.7		—	28.4
Amounts reclassified from accumulated other comprehensive income (loss)	(5.0)			—			—		0.1	(4.9)
Net current-period other comprehensive income	12.5			5.2			5.7		0.1	23.5
Ending balance	$	(2.2)			$	27.1		$	15.8	$	(14.2)	$	26.5



	Nine Months Ended September 30, 2026
	Gains (Losses) on Hedge Instruments		Unrealized Gains (Losses) on Available-for-Sale Securities		Foreign Currency Translation Gains (Losses)		Employee Benefit Plans	Total
Beginning balance	$	4.0			$	30.5		$	29.5	$	(20.7)	$	43.3
Other comprehensive loss before reclassifications	(15.4)			(77.1)			(25.8)		(1.8)	(120.1)
Amounts reclassified from accumulated other comprehensive income	14.5			0.8			—		1.2	16.5
Net current-period other comprehensive loss	(0.9)			(76.3)			(25.8)		(0.6)	(103.6)
Ending balance	$	3.1			$	(45.8)		$	3.7	$	(21.3)	$	(60.3)

	Nine Months Ended September 30, 2025
	Gains (Losses) on Hedge Instruments		Unrealized Gains (Losses) on Available-for-Sale Securities		Foreign Currency Translation Gains (Losses)		Employee Benefit Plans	Total
Beginning balance	$	11.0			$	(14.6)		$	(33.1)	$	(14.6)	$	(51.3)
Other comprehensive income (loss) before reclassifications	(10.3)			41.4			48.9		—	80.0
Amounts reclassified from accumulated other comprehensive income (loss)	(2.9)			0.3			—		0.4	(2.2)
Net current-period other comprehensive income (loss)	(13.2)			41.7			48.9		0.4	77.8
Ending balance	$	(2.2)			$	27.1		$	15.8	$	(14.2)	$	26.5

The tax impacts for amounts recognized in other comprehensive income (loss) before reclassifications and reclassified from accumulated other comprehensive income (loss) related to hedging instruments, available-for-sale securities, foreign currency translation gains (losses), and employee benefit plans were not material for the three and nine months ended September 30, 2026, and 2025.

NOTE 10. SHARE-BASED COMPENSATION

In April 2026, the Company’s shareholders approved an amended and restated 2010 Incentive Award Plan to provide for an increase in the number of shares of common stock reserved for issuance thereunder from 120,350,000 to 125,350,000. As of September 30, 2026, approximately 23.2 million shares were reserved for future issuance under the Company’s stock plans, and a maximum of approximately 10.1 million of these shares can be awarded as restricted stock units (“RSUs”).

Restricted Stock Units

RSU activity under all stock plans for the nine months ended September 30, 2026, was as follows (in millions, except per share amounts):


	Shares	Weighted-Average Grant-Date Fair Value
Unvested balance as of December 31, 2025	4.7		$	412.46
RSUs granted	2.0		495.35
RSUs vested	(1.8)		366.20
RSUs forfeited	(0.3)		444.93
Unvested balance as of September 30, 2026	4.6		464.00

Stock Options

Stock option activity under all stock plans for the nine months ended September 30, 2026, was as follows (in millions, except per share amounts):



	Stock Options Outstanding	Weighted-Average Exercise Price Per Share
Outstanding balance as of December 31, 2025	5.4		$	208.18

Options granted	—		—
Options exercised	(1.0)		157.69
Options forfeited or expired	—		253.87
Outstanding balance as of September 30, 2026	4.4		218.56

As of September 30, 2026, options to purchase an aggregate of 4.3 million shares of common stock were exercisable at a weighted-average price of $217.23 per share.

Performance Stock Units

The Company grants performance stock units (“PSUs”) to officers and other key employees subject to three-year cliff vesting and pre-established, quantitative goals. Whether any PSUs vest, and the amount that do vest, is tied to completion of service over three years and the achievement of three equally-weighted, quantitative goals that directly align with or help drive the Company’s strategy and long-term total shareholder return.

For the nine months ended September 30, 2026, the Company had four types of PSU awards: the 2023 PSU awards, the 2024 PSU awards, the 2025 PSU awards, and the 2026 PSU awards. The 2023 PSU grant metrics were focused on relative total shareholder return (“TSR”), da Vinci and Ion procedure growth in 2024 compared to 2022, and da Vinci and Ion procedure growth in 2025 compared to 2022. The 2023 PSU awards vested in the first quarter of 2026. The 2024 PSU grant metrics are focused on relative TSR, da Vinci and Ion procedure growth in 2025 compared to 2023, and da Vinci and Ion procedure growth in 2026 compared to 2023. The 2025 PSU grant metrics are focused on relative adjusted operating margin as compared to selected peers, da Vinci and Ion procedure growth in 2026 compared to 2024, and da Vinci and Ion procedure growth in 2027 compared to 2024. The 2026 PSU grant metrics are focused on relative adjusted operating margin as compared to selected peers, total procedure growth in 2027 compared to 2025, and total procedure growth in 2028 compared to 2025.

The TSR metric used in the 2023 and 2024 PSU awards is considered a market condition, and the expense is determined at the grant date. The procedure growth and relative adjusted operating margin metrics are considered performance conditions, and the expense is recorded based on the forecasted performance, which is reassessed each reporting period based on the probability of achieving the performance conditions. The number of shares earned at the end of the three-year period will vary, based on actual performance, from 0% to 125% of the target number of PSUs granted. PSUs are subject to forfeiture if employment terminates prior to the vesting date. PSUs are not considered issued or outstanding shares of the Company.

The Company calculates the fair value for each component of the PSUs individually. The fair value for the component with the TSR metric was determined using Monte Carlo simulation. The fair value per share for the components with the procedure growth metrics is equal to the closing stock price on the grant date.

PSU activity for the nine months ended September 30, 2026, was as follows (in millions, except per share amounts):


	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested balance as of December 31, 2025	0.3		$	374.67
Granted	0.1		500.21
Vested	(0.2)		249.63
Performance change	—		285.32
Forfeited	—		483.93
Unvested balance as of September 30, 2026	0.2		481.76

Employee Stock Purchase Plan

Under the Company’s Employee Stock Purchase Plan (the “ESPP”), employees purchased approximately 0.4 million shares for $135.6 million and approximately 0.4 million shares for $129.6 million during the nine months ended September 30, 2026, and 2025, respectively.

Share-Based Compensation Expense

The following table summarizes share-based compensation expense (in millions):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025



Cost of revenue – product	$	28.4			$	31.5		$	86.5	$	92.0
Cost of revenue – service	10.1			8.8			28.6		25.6
Total cost of revenue	38.5			40.3			115.1		117.6
Selling, general, and administrative	89.5			88.1			270.3		256.7
Research and development	87.7			77.6			256.4		221.3
Share-based compensation expense before income taxes	215.7			206.0			641.8		595.6
Income tax benefit	43.0			42.5			128.7		118.8
Share-based compensation expense after income taxes	$	172.7			$	163.5		$	513.1	$	476.8

Share-based compensation expense capitalized to the Condensed Consolidated Balance Sheets during the three months ended September 30, 2026, and 2025 was $36.3 million and $31.1 million, respectively. Share-based compensation expense capitalized to the Condensed Consolidated Balance Sheets during the nine months ended September 30, 2026, and 2025 was $104.1 million and $90.9 million, respectively.

The fair value of each right to acquire stock granted under the ESPP was estimated using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:


	Three Months Ended September 30,	Nine Months Ended September 30,
	2026	2025	2026	2025







ESPP
Risk-free interest rate	4.0%	3.8%	4.0%	4.0%
Expected term (in years)	1.2	1.2	1.2	1.2
Expected volatility	42%	32%	41%	31%
Fair value at grant date	$122.26	$142.19	$124.69	$154.69

NOTE 11. INCOME TAXES

Income tax expense for the three months ended September 30, 2026, was $144.0 million, or 21.5% of income before taxes, compared to $146.0 million, or 17.1% of income before taxes, for the three months ended September 30, 2025. Income tax expense for the nine months ended September 30, 2026, was $489.8 million, or 18.4% of income before taxes, compared to $278.7 million, or 11.8% of income before taxes, for the nine months ended September 30, 2025.

The effective tax rate for the three months ended September 30, 2026, differed from the U.S. federal statutory rate of 21% primarily due to state income taxes and taxes on foreign earnings, partially offset by excess tax benefits associated with employee equity plans and the federal research and development credit benefit. The effective tax rate for the three months ended September 30, 2025, differed from the U.S. federal statutory rate of 21% primarily due to the excess tax benefits associated with employee equity plans and benefits from the release of unrecognized tax benefits, partially offset by state income taxes.

The effective tax rates for the nine months ended September 30, 2026, and 2025, differed from the U.S. federal statutory rate of 21% primarily due to the excess tax benefits associated with employee equity plans and the federal research and development credit benefit, partially offset by state income taxes and taxes on foreign earnings.

The Company’s provision for income taxes for the three months ended September 30, 2026, and 2025, included excess tax benefits associated with employee equity plans of $12.6 million and $24.2 million, respectively, which reduced the Company’s effective tax rate by 1.9 and 2.8 percentage points, respectively. The provision for income taxes for the nine months ended September 30, 2026, and 2025, included excess tax benefits associated with employee equity plans of $103.2 million and $202.5 million, respectively, which reduced the Company’s effective tax rate by 3.9 and 8.6 percentage points, respectively.

The Company files federal, state, and foreign income tax returns in many jurisdictions in the U.S. and OUS. Years before 2020 are considered closed for significant jurisdictions. Certain of the Company’s unrecognized tax benefits could change due to activities of various tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which the

Company operates, potential assessment of additional tax, possible settlement of audits, or through normal expiration of various statutes of limitations, which could affect the Company’s effective tax rate in the period in which they change.

The Company is subject to the examination of its income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. The Company’s management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of the Company’s provision for income taxes. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

NOTE 12. NET INCOME PER SHARE

The following table presents the computation of basic and diluted net income per share attributable to Intuitive Surgical, Inc. (in millions, except per share amounts):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Numerator:
Net income attributable to Intuitive Surgical, Inc.	$	522.8			$	704.4		$	2,162.4	$	2,061.2
Denominator:
Weighted-average shares outstanding used in basic calculation	349.0			356.6			352.6		357.5
Add: dilutive effect of potential common shares	2.6			5.2			3.6		6.0
Weighted-average shares outstanding used in diluted calculation	351.6			361.8			356.2		363.5
Net income per share attributable to Intuitive Surgical, Inc.:
Basic	$	1.50			$	1.98		$	6.13	$	5.77
Diluted	$	1.49			$	1.95		$	6.07	$	5.67

Share-based compensation awards of approximately 3.7 million and 1.8 million shares for the three months ended September 30, 2026, and 2025, respectively, and approximately 2.3 million and 1.3 million shares for the nine months ended September 30, 2026, and 2025, respectively, were outstanding but were not included in the computation of diluted net income per share attributable to Intuitive Surgical, Inc. common stockholders, because the effect of including such shares would have been anti-dilutive in the periods presented.

NOTE 13. SEGMENT INFORMATION

Intuitive is committed to advancing minimally invasive care through a comprehensive ecosystem of products and services. This connected ecosystem includes systems, instruments and accessories, learning, and services connected by a digital portfolio that enables actionable digital insights across the care continuum. The systems, as well as the instruments and accessories, are primarily developed and manufactured by the Company. For the three and nine months ended September 30, 2026, domestic revenue accounted for 68% and 66%, respectively, while revenue from the Company’s OUS markets accounted for 32% and 34% of total revenue, respectively. For the three and nine months ended September 30, 2025, domestic revenue accounted for 69% and 68% of total revenue respectively, while revenue from the Company’s OUS markets accounted for 31% and 32% of total revenue respectively. For the three and nine months ended September 30, 2026, and 2025, no individual country other than the U.S. accounted for 10% or more of total revenue. The Company manages the business activities on a consolidated basis and operates in one reportable segment.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes the Company’s long-range plan, which includes product development roadmaps and long-range financial models, as a key input to resource allocation. The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using income from operations. Net income is also a measure that is considered in monitoring budget versus actual results.

Significant expenses within income from operations, as well as within net income, include cost of revenue, research and development, and selling, general, and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Comprehensive Income. Other segment items within net income include interest and other income, net, and income tax expense.

The Company’s long-lived assets consist primarily of property, plant, and equipment, net. As of both September 30, 2026, and December 31, 2025, 80% of long-lived assets were in the U.S. As of September 30, 2026, and December 31, 2025, no individual country other than the U.S. accounted for 10% or more of these assets.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis is provided in addition to the accompanying Condensed Consolidated Financial Statements and Notes thereto. Management’s discussion and analysis of financial condition as of September 30, 2026, and results of operations for the three and nine months ended September 30, 2026, should be read in conjunction with management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025.

We refer to the years ending December 31, 2026, 2025, and 2024, as “2026,” “2025,” and “2024,” respectively.

Period-over-period changes are calculated based upon the respective underlying non-rounded data. 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.”

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to expectations concerning matters that are not historical facts. Statements using words such as “estimates,” “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “commit,” “would,” “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 the following: statements related to future results of operations; future financial condition; the goals we share with our customers, including improving patient outcomes; our financing plans and future capital requirements; our potential tax assets or liabilities, including the expected impact of global minimum tax rules; statements based on current expectations, estimates, forecasts, projections, and assumptions about the economies and geographic markets in which we operate; our beliefs and assumptions regarding these economies and markets; expectations regarding future procedure volumes and adoption rates; anticipated future depreciation, amortization, and research and development expenses; expectations regarding future system placements, including the factors that may impact such placements; statements regarding competition and competitive dynamics; expectations regarding the timing and receipt of regulatory clearances, approvals, and certifications; expectations regarding the integration of acquisitions, including the transition to a direct sales model in certain geographic markets; statements regarding the expansion of our product offerings and commercialization of new products; expectations regarding the impact of tariffs and other trade measures, including the amount and timing of tariff refunds; expectations regarding future lease buyout activity; the proposed settlement of the antitrust class action litigation, including the receipt of preliminary and final court approval, and the extent of any class member objections; and expectations regarding our liquidity and capital expenditures. These forward-looking statements are necessarily estimates reflecting the judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. 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 in Ukraine; conflicts in the Middle East, including Israel and Iran; disruption to our supply chain, including increased 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 United States (“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 expiration of enhanced Affordable Care Act premium subsidies; pricing limits and reimbursement decisions for robotic-assisted procedures outside of the U.S., including the implementation of a unified national pricing framework in China and procedure reimbursement in Japan; 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, including the recently completed acquisition of the da Vinci and Ion distribution businesses in Italy, Spain, and Portugal and the transition from a distributor to a direct sales model in those markets; intellectual property positions and litigation; competition from companies offering alternative surgical approaches or robotic-assisted surgical systems, including domestic competitors in certain geographic markets, such as China; governmental quotas, tender processes, and governance campaigns affecting system placements in China; 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; extended lead times and price volatility for certain semiconductor components; the results of legal proceedings to which we are or may become a party; the risk that the proposed settlement of the antitrust class action litigation

does not receive preliminary or final court approval on the agreed terms or at all, including as a result of objections by class members, or that any approval is appealed; adverse publicity regarding us and the safety of our products and adequacy of training; the offering of remanufactured or unauthorized instruments and accessories, or unauthorized service on our systems, by third parties; the impact of changes to tax legislation, guidance, and interpretations; changes in tariffs, trade barriers, and regulatory requirements (including changes to tariffs imposed by the U.S. on imports from various countries, including Mexico, where we currently manufacture a significant majority of our instruments and accessories, Germany, where a majority of our endoscopes are manufactured, and China, where we currently import certain materials); the amount and timing of any refunds of tariffs imposed under the International Emergency Economic Powers Act, which remain subject to review by U.S. Customs and Border Protection and ongoing legal proceedings; hospital staffing constraints and labor availability; cybersecurity risks, including risks to our supply chain and confidential and proprietary information; 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, including those risk factors described throughout this filing and identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our other filings with the Securities and Exchange Commission (“SEC”). Our actual results may differ materially and adversely from those expressed in any forward-looking statement, and we undertake no obligation to publicly update or release any revisions to these forward-looking statements, except as required by law.

Trademarks

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-Q or any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act.

Overview

As part of our mission, we believe that minimally invasive care is life-enhancing care. Since our founding over 30 years ago, we have been delivering on this mission 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 support services all connected by a digital portfolio that enables actionable insights across the care continuum.

To ensure continued alignment with the patients and healthcare communities we serve, we have adopted the Quintuple Aim as our “north star.” Starting foremost with a focus on patients, we seek to demonstrate that our products can deliver better outcomes that are validated by rigorous peer-reviewed evidence. Second, we aim to work with clinicians and care teams to create better patient experiences that enable patients to more quickly get back to what matters most in their lives, with fewer complications, less pain and discomfort, and greater predictability. Third, we aim to enable the care teams who use our platforms and technology-enabled ecosystem to have better experiences that augment their skills while reducing fatigue and increasing efficiency and reliability. Fourth, we aim to help lower the total cost of care per patient episode when compared with existing treatment alternatives, providing a return on investment for hospitals and healthcare systems and value for payers. Lastly, we aim to expand access to high-quality minimally invasive care by partnering with hospitals, healthcare systems, and patient advocacy groups to address barriers to care.

Open surgery remains a prevalent form of surgery and is used in almost every area of the body. However, the large incisions required for open surgery create trauma to patients, typically resulting in longer hospitalization and recovery times, increased hospitalization costs, and additional pain and suffering relative to minimally invasive surgery (“MIS”), where MIS is available. For over four decades, MIS has reduced trauma to patients by allowing selected surgeries to be performed through small ports rather than large incisions. MIS has been widely adopted for certain surgical procedures.

Da Vinci surgical systems enable surgeons to extend the benefits of MIS to many patients who would otherwise undergo a more invasive surgery. Our da Vinci surgical systems are designed to address certain limitations of traditional open surgical or conventional MIS approaches through enhancements in visualization, precision, and ergonomics. 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 vision. We provide a comprehensive suite of systems, learning, and services offerings that are digitally enabled and aim to reduce variability by providing dependable, consistent functionality and an integrated user experience. We have a global network of field service engineers and distributors through which we deliver a suite of services, including installation, repair, maintenance, around-the-clock technical support, and system monitoring. We also offer customized analytics and consultation to hospitals for program optimization.

We have commercialized the following da Vinci surgical systems: the da Vinci standard surgical system in 1999, the da Vinci S surgical system in 2006, the da Vinci Si surgical system in 2009, the fourth-generation da Vinci Xi surgical system in 2014, and the fifth-generation da Vinci 5 surgical system in 2024. We extended our fourth-generation platform by adding the da Vinci X surgical system, commercialized in 2017 and targeted at more cost-sensitive geographic markets.

In March 2024, we obtained FDA clearance for our da Vinci 5 surgical system, our next-generation multi-port system, for use in all surgical specialties and procedures indicated for da Vinci Xi, except for cardiac and pediatric indications as well as one contraindication related to the use of force feedback in hysterectomy and myomectomy surgical procedures. In October 2024, we obtained regulatory clearance in South Korea for the da Vinci 5 surgical system for use in urologic, general, gynecologic, thoracoscopic, thoracoscopically-assisted cardiotomy, and transoral otolaryngology surgical procedures. 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, including select cardiac indications. In July 2025, we obtained European certification in accordance with Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 on medical devices (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. In select geographic markets outside of the U.S. (“OUS”) where we have obtained regulatory clearance, we have launched our da Vinci 5 surgical system. As of September 30, 2026, we have an installed base of 2,023 da Vinci 5 surgical systems, of which 177 systems are located in geographic markets outside of the U.S.

Additionally, we extended our fourth-generation platform by adding the da Vinci SP surgical system, commercialized in 2018. The da Vinci SP surgical system accesses the body through a single incision, while the other da Vinci surgical systems access the body through multiple incisions. We are in the early stages of launching our da Vinci SP surgical system, and we have an installed base of 487 da Vinci SP surgical systems as of September 30, 2026. We have received FDA clearance for the da Vinci SP surgical system for urologic, colorectal, general thoracoscopic, and certain transoral procedures. Additionally, the da Vinci SP surgical system has received regulatory clearance in South Korea for a broad set of procedures. The da Vinci SP surgical system has also received regulatory clearance in Japan for the same set of procedures that are currently allowed with the da Vinci Xi surgical system in Japan. In January 2024, the da Vinci SP surgical system received European certification in accordance with the EU MDR for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, and breast surgical procedures, and we are broadening the commercialization of the da Vinci SP surgical system in additional countries and surgical specialties. In August 2024, we obtained regulatory clearance in Taiwan for our da Vinci SP surgical system for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, transanal total mesorectal excision, and breast surgical procedures. We plan to seek FDA clearances for additional indications for the da Vinci SP surgical system and expand the system’s regulatory approvals (including for additional indications) in other OUS geographic markets over time. The success of the da Vinci SP surgical system is dependent on positive experiences and improved clinical outcomes for the procedures for which it has been cleared as well as securing additional clinical clearances.

We offer approximately 70 different multi-port da Vinci instruments to provide surgeons with flexibility in choosing the types of tools needed to perform a particular surgery. These multi-port instruments are generally robotically controlled and provide end effectors (tips) that are similar to those used in either open or laparoscopic surgery. We offer advanced instrumentation for the da Vinci 5, da Vinci X, and da Vinci Xi surgical systems, including da Vinci energy and da Vinci stapler products, to provide surgeons with sophisticated, computer-aided tools to precisely and efficiently interact with tissue. The da Vinci 5, da Vinci X, and da Vinci Xi surgical systems generally share the same instruments, whereas the da Vinci Si surgical system uses instruments that are not compatible with the da Vinci 5, da Vinci X, and da Vinci Xi systems. Additionally, we have introduced a unique set of force feedback instruments that are only compatible with our da Vinci 5 surgical system. We also currently offer 16 core instruments on our da Vinci SP surgical system. We plan to expand our da Vinci SP instrument offering over time.

Our learning and enabling technology offerings facilitate access to education and training on our products. Our enabling technologies include telepresence and Advanced Insights Suite (which includes Case Insights and Insights Engine), and our learning technology solutions include Intuitive Learning, SimNow, customized training models, remote case observations, and remote proctoring.

In 2019, we commercialized our Ion endoluminal system, which is a flexible, robotic-assisted, catheter-based platform that utilizes instruments and accessories for which the first cleared indication is minimally invasive biopsies in the lung. Our Ion system extends our commercial offering beyond surgery into diagnostic, endoluminal procedures. The system features an ultra-thin, ultra-maneuverable catheter that can articulate 180 degrees in all directions and allows navigation far into the peripheral lung and provides the stability necessary for precision in a biopsy. 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 lung, which could help enable earlier diagnosis. Our Ion endoluminal system has received FDA clearance, and OUS regulatory clearances include European certification in accordance with the EU MDR, regulatory clearance in South Korea, and National Medical Products Administration (“NMPA”) regulatory clearance in China. We plan to seek additional clearances, approvals, and certifications for our Ion endoluminal system in OUS geographic markets over time.

The success of new product introductions depends on a number of factors, including, but not limited to, pricing, competition, geographic market and consumer acceptance, the effective forecasting and management of product demand, inventory levels, the management of manufacturing and supply costs, and the risk that new products may have quality or other defects in the early stages of introduction.

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, in some cases giving rise to retaliatory tariffs announced by other jurisdictions. In February 2026, the U.S. Supreme Court ruled that these tariffs levied under the International Emergency Economic Powers Act (“IEEPA”) were unlawful, because IEEPA does not authorize the President to impose tariffs.

Following the Supreme Court’s ruling, the U.S. imposed a temporary 10% import surcharge under Section 122 of the Trade Act of 1974. The Section 122 surcharge applied to most imports entered for consumption, or withdrawn from warehouse for consumption, from February 24, 2026 through July 24, 2026, subject to certain exemptions, including qualifying goods from Canada and Mexico under the United States-Mexico-Canada Agreement (“USMCA”).

Effective July 24, 2026, following the expiration of the temporary Section 122 surcharge, the U.S. imposed additional duties under Section 301 of the Trade Act of 1974 on products from 60 trading partners in connection with determinations by the Office of the U.S. Trade Representative concerning their prohibition and enforcement of bans on imports produced with forced labor. The additional duties are generally imposed at rates of 10% or 12.5%, depending on the originating economy and applicable treatment, and are subject to certain product exemptions. The scope, rates, exemptions, and duration of these and other tariff actions remain subject to further governmental action and could change.

As a result of the Supreme Court’s ruling in February 2026, and in response to the order from the U.S. Court of International Trade, the U.S. Customs and Border Protection (“CBP”) agency formalized a process for refunds. On April 20, 2026, the CBP launched an online portal to submit IEEPA tariff refund requests. The U.S. Department of Justice has filed a notice of appeal of the refund order in the U.S. Court of Appeals for the Federal Circuit.

IEEPA tariff refunds are accounted for as gain contingencies and are recognized in the financial statements when fully realized or realizable. Refunds attributable to inventory previously sold are recorded as a reduction of cost of revenue. The amount and timing of any additional refunds remain uncertain and are subject to CBP review and the outcome of ongoing legal proceedings.

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. We also import certain raw materials and finished goods from outside of the U.S. that are subject to tariffs, including our endoscopes, a majority of which are manufactured in Germany. 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 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 retaliatory 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.

During the three and nine months ended September 30, 2026, tariffs and other trade measures recognized in total cost of revenue were $23.4 million and $72.4 million, respectively. During the three and nine months ended September 30, 2026, the Company recognized $27.8 million and $63.7 million, respectively, of refunds related to IEEPA tariffs paid in prior periods, which reduced total cost of revenue. 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 on 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.

Other Macroeconomic Environment Factors

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 the introduction or modification of tariffs and trade restrictions, as well as supply constraints resulting from price inflation, industry demand, elevated interest rates, and disruptions within commodity markets associated with political conflicts, including those between Russia and Ukraine and conflicts in the Middle East, including those with Iran.

Existing tariffs and country-specific trade requirements, including export license controls between major economies, may contribute to cost inflation in certain raw materials and/or may result in supply constraints due to shipment delays or limited availability of alternative sources for critical materials used in the manufacture of our products. Additionally, lengthened lead times in certain commodity markets are creating price volatility and availability risks with certain raw materials and finished components. Elevated interest rates may also impact the ability of certain suppliers to fund necessary investments in capacity and infrastructure. Deteriorating financial health or insolvency of suppliers, including sole- and single-sourced suppliers, could present heightened supply continuity risks.

In addition, while the conflict in the Middle East has not resulted in any material disruption to the supply of component materials that we source directly or the delivery of our products to customers, we continue to monitor supplier operations, commodity markets, and transportation-related factors, including shipping lanes. These geopolitical factors, including increased defense industry consumption, could adversely affect the availability and cost of raw materials as well as the cost and timing of transporting our products to customers.

We continue to experience extended delivery lead times and price volatility for certain semiconductor components, including memory and printed circuit boards, driven by industry demand for data processing and storage applications. We are actively managing these pressures through ongoing supplier engagement, focused mitigations, and close monitoring of relevant developments. While these dynamics have not had a material impact on our business to date, they may result in material cost pressures and supply constraints in future periods.

Although incidents of cybersecurity breaches have not significantly impacted our supply chain to date, such risks continue to be actively monitored given their potential to disrupt supplier operations and logistics networks. We have mitigation measures in place intended to address potential supply chain disruptions and their impact on our operations.

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 our business, financial condition, or results of operations.

Regulatory Activities

Our products must meet the requirements of a large and growing body of international regulations and standards that govern the product safety, efficacy, advertising, labeling, safety reporting, design, manufacture, materials content and sourcing, testing, certification, packaging, installation, use, and disposal of our products. Examples of such standards include electrical safety standards, such as those of the International Electrotechnical Commission, and composition standards, such as the Restriction of Hazardous Substances and the Waste Electrical and Electronic Equipment Directives in the European Union (“EU”). Failure to meet these standards could limit our ability to market our products in those regions that require compliance with such standards.

Our products and operations are also subject to increasingly stringent medical device, privacy, and other regulations by national, regional, federal, state, and local authorities. After a device is placed on the market, numerous FDA and comparable foreign regulatory requirements continue to apply. These requirements include establishment registration, potential quality system and manufacturing audits and inspections, and device listing with the FDA or other foreign regulatory authorities and compliance with medical device reporting regulations, which require that manufacturers report to the FDA or other foreign regulatory authorities if their device caused or contributed, or may have caused or contributed, to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

We anticipate that timelines for the introduction of new products and/or indications may be extended relative to past experience as a result of these regulations. For example, we have seen elongated regulatory approval timelines in the U.S. and Europe.

Clearances, Approvals, and Certifications

We have generally obtained the regulatory clearances, approvals, and certifications required to market our products for our targeted surgical specialties within the major geographic markets in which we operate. We have additionally obtained regulatory clearances, approvals, and certifications for the following products over the past several years:

Da Vinci Surgical Systems

Multi-port

•In September 2026, we obtained European certification in accordance with the EU MDR for our da Vinci 5 surgical system for adult cardiac surgery, as well as the use of force feedback instruments on our da Vinci 5 surgical system. In July 2025, we obtained the same certification for adult and pediatric use in minimally invasive endoscopic procedures across abdominopelvic and thoracoscopic surgical procedures, including urologic, gynecologic, and general laparoscopic procedures. In August 2026, we obtained regulatory approval in Brazil in accordance with the Brazil Ministry of Health for our da Vinci 5 surgical system for adult and pediatric use in minimally invasive endoscopic abdominopelvic and thoracoscopic procedures, including the use of force feedback. In July 2026, we obtained regulatory approval in India 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, including the use of force feedback.

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, including select cardiac indications. In October 2024, we obtained regulatory clearance in South Korea for the da Vinci 5 surgical system for use in urologic, general, gynecologic, thoracoscopic, thoracoscopically-assisted cardiotomy, and transoral otolaryngology surgical procedures.

In March 2024, we obtained FDA clearance for our da Vinci 5 surgical system for use in all surgical specialties and procedures indicated for da Vinci Xi, except for cardiac and pediatric indications as well as one contraindication related to the use of force feedback in hysterectomy and myomectomy surgical procedures.

•In April 2026, we obtained NMPA regulatory approval for our E-200 generator in China. In December 2024, we obtained European certification in accordance with the EU MDR for the same generator. The E-200 generator can be used in da Vinci robotic procedures, as well as non-robotic open and laparoscopic procedures, to deliver high-frequency energy for cutting, coagulation, and vessel sealing of tissues.

•In March 2026, we obtained FDA clearance for updates to our force feedback instruments used with our da Vinci 5 surgical system, including approval for extended instrument lives. Five of the six force feedback instruments were cleared for up to 15 uses, while the remaining instrument was cleared for up to 10 uses. Following this clearance, these force feedback instruments are now broadly available for use with our da Vinci 5 surgical system.

•In January 2026, we obtained FDA clearance for the use of our da Vinci 5 surgical system in selected thoracoscopically-assisted cardiac surgical procedures using non-force feedback instruments, including mitral valve repair and replacement, tricuspid valve repair, IMA mobilization for cardiac revascularization, patent foramen ovale closure, atrial septal defect repair, left atrial appendage closure/occlusion, atrial myxoma excision, and epicardial pacing lead placement procedures.

•In September 2025, we obtained regulatory clearance in Japan for our Vessel Sealer Curved for use with our da Vinci 5, da Vinci X, and da Vinci Xi surgical systems for grasping and blunt dissection of tissue, as well as bipolar coagulation and mechanical transection of blood vessels (veins and arteries) up to 7mm in diameter, lymphatic vessels, and tissue bundles that fit within the instrument’s jaws. In June 2025, we obtained FDA clearance for the same instrument.

•In September 2024, we obtained FDA clearance for our redesigned 8 mm SureForm 30 stapler and 8 mm SureForm 30 Curved-Tip stapler instruments and reloads for use with our da Vinci 5, da Vinci X, and da Vinci Xi surgical systems in general, thoracic, gynecologic, urologic, and pediatric surgical procedures. In April 2024, we obtained European certification in accordance with the EU MDR for our redesigned 8 mm SureForm 30 stapler and 8 mm SureForm 30 Curved-Tip stapler instruments and reloads for use in general, thoracic, gynecologic, urologic, and pediatric surgical procedures.

Single-port

•In September 2026, we obtained European certification in accordance with the EU MDR for the use of our da Vinci SP surgical system in transvaginal gynecologic procedures. In January 2024, we obtained European certification in accordance with the EU MDR for our da Vinci SP surgical system for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, and breast surgical procedures.

•In December 2025, we obtained FDA clearance for the use of our da Vinci SP surgical system in cholecystectomy, inguinal hernia repair, appendectomy, and nipple sparing mastectomy (NSM) procedures. In May 2025, we obtained FDA clearance for the use of our da Vinci SP surgical system in transanal local excision/resection, a form of minimally invasive surgery performed through a natural orifice to avoid abdominal surgical incisions, for select procedures. In December 2024, we obtained FDA clearance for the use of our da Vinci SP surgical system in colorectal surgical procedures. In July 2024, we obtained FDA clearance for the use of our da Vinci SP surgical system in general thoracoscopic surgical procedures.

•In June 2025, we obtained regulatory clearances in South Korea and Japan for our SP SureForm 45 stapler and our SP SureForm 45 curved-tip stapler for use with our da Vinci SP surgical system. In March 2025, we obtained FDA clearance for our SP SureForm 45 stapler and our SP SureForm 45 curved-tip stapler for use with our da Vinci SP surgical system, which may be particularly useful in thoracic and colorectal surgical procedures.

•In August 2024, we obtained regulatory clearance in Taiwan for our da Vinci SP surgical system for use in endoscopic abdominopelvic, thoracoscopic, transoral otolaryngology, transanal colorectal, transanal total mesorectal excision, and breast surgical procedures.

Ion Endoluminal System

•In October 2025, we obtained FDA clearance for software advancements for the Ion endoluminal system. This software release introduces artificial intelligence across Ion’s entire navigational workflow, while also integrating new advanced imaging capabilities to support accurate and efficient lung biopsies.

•In February 2025, we obtained European certification in accordance with the EU MDR to extend the number of uses of our catheter instrument used with our Ion endoluminal system from five to eight uses. In April 2024, we obtained FDA clearance to extend the number of uses of our catheter instrument from five to eight uses.

•In March 2024, we obtained NMPA regulatory approval for our Ion endoluminal system in China. We placed our first Ion systems in China during the third quarter of 2024 and will continue our rollout of the Ion system in China in a measured fashion.

In June 2023, the China National Health Commission published the 14th five-year plan quota for major medical equipment to be sold in China on its official website (the “2023 Quota”). Under the original 2023 Quota, the government will allow for the sale of 559 new surgical robots into China, which could include da Vinci surgical systems as well as surgical systems introduced by others. As of September 30, 2026, including systems that were sold in prior quarters, we have placed 176 da Vinci surgical systems under the original 2023 Quota and 3 da Vinci surgical systems under special approval. Future sales of da Vinci surgical systems under this and any previously published open quotas are uncertain, as they are open to other medical device companies that have introduced robotic-assisted surgical systems and are dependent on hospitals completing a tender process and receiving associated approvals. Our ability to track the number of systems that could be sold under these quotas in the future is limited by provincial and national agencies making such information publicly available.

Since 2022, several provinces in China have implemented significant limits on what hospitals can charge patients for surgeries using robotic-assisted surgical technology, including soft tissue surgery. These limits have impacted the number of procedures performed in those provinces as well as pricing of our instruments and accessories, which have impacted our instruments and accessories revenue. During the second quarter of 2026, China’s National Healthcare Security Administration (“NHSA”) issued guidelines establishing a unified national framework for robotic-assisted surgery pricing and requiring all provinces to implement robotic-assisted surgery pricing within NHSA-mandated limits in the upcoming quarters. As of the date of this report, the limits that have been implemented have not had a material impact on our business, financial condition, or results of operations, as only a small portion of our installed base in China is currently located in impacted provinces. Beginning in the fourth quarter of 2026, we expect to implement price reductions on instruments sold in China in response to the continued rollout of the NHSA unified national pricing framework. We expect these price reductions to reduce instruments and accessories revenue per procedure. We cannot assure you that the rollout of the NHSA unified national framework or future actions by provincial or national healthcare agencies will not result in further pricing limits or pressures, which could have a material impact on procedure volumes and our instruments and accessories revenue in China.

The Japanese Ministry of Health, Labor, and Welfare (“MHLW”) considers reimbursement for procedures in April of even-numbered years. The process for obtaining reimbursement requires Japanese university hospitals and surgical societies,

with our support, to seek reimbursement. There are multiple pathways to obtain reimbursement for procedures, including those that require in-country clinical and economic data. In April 2026, an additional seven da Vinci procedures were granted reimbursement, including inguinal hernia repair, effective in June 2026. Furthermore, certain rectal robotic-assisted procedures have been granted higher reimbursement, as compared to rectal laparoscopic procedure reimbursements. In addition, the MHLW recently introduced incremental reimbursement for hospitals that exceed robotic-assisted procedure volumes of 200 qualifying cases per year. The additional reimbursed procedures have varying levels of conventional laparoscopic penetration and will generally be reimbursed at rates equal to the conventional laparoscopic procedures. Given the reimbursement level and laparoscopic penetration for these additional procedures, there can be no assurance that the adoption pace for these procedures will be similar to prostatectomy or partial nephrectomy, given their higher reimbursement, or any other da Vinci procedure.

Field Actions, Recalls, and Corrections

Medical device companies have regulatory obligations to correct or remove medical devices in the field that could pose a risk to health. The definition of “recalls and corrections” is expansive and includes repair, replacement, inspections, relabeling, and issuance of new or additional instructions for use or reinforcement of existing instructions for use and training when such actions are taken for specific reasons of safety or compliance. These field actions require stringent documentation, reporting, and monitoring worldwide. There are other actions that a medical device manufacturer may take in the field without reporting including, but not limited to, routine servicing and stock rotations.

As we determine whether a field action is reportable in any regulatory jurisdiction, we prepare and submit notifications to the appropriate regulatory agency for the particular jurisdiction. Regulators can require the expansion, reclassification, or change in scope and language of the field action. In general, upon submitting required notifications to regulators regarding a field action that is a recall or correction, we will notify customers regarding the field action, provide any additional documentation required in their national language, and arrange, as required, the return or replacement of the affected product or a field service visit to perform the correction.

Field actions, as well as certain outcomes from regulatory activities, can result in adverse effects on our business, including damage to our reputation, delays by customers of purchase decisions, reduction or stoppage of the use of installed systems, and reduced revenue as well as increased expenses.

Third Quarter 2026 Operational and Financial Highlights

•Total revenue increased by 22% to $3.05 billion for the three months ended September 30, 2026, compared to $2.51 billion for the three months ended September 30, 2025.

•Approximately 906,000 da Vinci procedures were performed during the three months ended September 30, 2026, a growth of 14% compared to approximately 797,000 da Vinci procedures for the three months ended September 30, 2025.

•Approximately 49,700 Ion procedures were performed during the three months ended September 30, 2026, a growth of 31% compared to approximately 37,900 Ion procedures for the three months ended September 30, 2025.

•Instruments and accessories revenue increased by 18% to $1.80 billion for the three months ended September 30, 2026, compared to $1.52 billion for the three months ended September 30, 2025.

•Systems revenue increased by 30% to $769 million for the three months ended September 30, 2026, compared to $590 million during the three months ended September 30, 2025.

•546 da Vinci surgical systems were placed during the three months ended September 30, 2026, an increase of 28% compared to 427 systems during the three months ended September 30, 2025. The third quarter 2026 da Vinci surgical system placements included 315 da Vinci 5 systems compared to 240 systems in the third quarter of 2025.

•As of September 30, 2026, we had a da Vinci surgical system installed base of approximately 12,094 systems, an increase of 12% compared to an installed base of approximately 10,763 systems as of September 30, 2025.

•Utilization of da Vinci surgical systems, measured in terms of procedures per system per year, increased 2% relative to the third quarter of 2025.

•56 Ion systems were placed during the three months ended September 30, 2026, an increase of 12% compared to 50 systems during the three months ended September 30, 2025.

•As of September 30, 2026, we had an Ion system installed base of approximately 1,152 systems, an increase of 21% compared to an installed base of approximately 954 systems as of September 30, 2025.

•Gross profit as a percentage of revenue was 68.4% for the three months ended September 30, 2026, compared to 66.4% for the three months ended September 30, 2025.

•Operating income decreased by 22% to $592.6 million for the three months ended September 30, 2026, compared to $759.7 million during the three months ended September 30, 2025. Operating income included $215.7 million and $206.0 million of share-based compensation expense related to employee stock plans and $9.3 million and $3.9 million of intangible asset-related charges for the three months ended September 30, 2026, and 2025, respectively.

•Operating income included a charge of $450 million in connection with the settlement of antitrust class action litigation.

•During the three months ended September 30, 2026, we repurchased 7.8 million shares of our common stock at an aggregate cost of $2.94 billion.

•As of September 30, 2026, we had $6.80 billion in cash, cash equivalents, and investments, compared to $9.03 billion as of December 31, 2025. Cash, cash equivalents, and investments decreased by $2.23 billion, primarily driven by cash used for repurchases of common stock, the acquisition of a business, and purchases of property, plant, and equipment, partially offset by cash generated from operations.

Results of Operations

Procedures

We measure the value of procedures performed using our systems based on the benefits they deliver to patients, physicians and care teams, hospital customers, and healthcare systems. We believe that adoption of robotic-assisted procedures occurs by procedure and by country and is driven, over the long term, by the value that our products and services deliver to these stakeholders compared to the next-best alternative treatment options. The combination of our leading-edge technology and clinical expertise with a comprehensive ecosystem of services and support allows us to deliver differentiated outcomes.

We use the number and type of procedures as metrics for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Management believes that the number and type of procedures provide meaningful supplemental information regarding our performance, as management believes procedure volume is an indicator of the rate of adoption of our robotic-assisted medical procedures as well as an indicator of future revenue (including revenue from usage-based operating lease arrangements). Management believes that both it and investors benefit from referring to the number and type of procedures in assessing our performance and when planning, forecasting, and analyzing future periods. The number and type of procedures also facilitate management’s internal comparisons of our historical performance. We believe that the number and type of procedures 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 certain methods that rely on information collected from the installed systems for determining the number and type of procedures performed that involve estimates and judgments, which are, by their nature, subject to substantial uncertainties and assumptions. Estimates and judgments for determining the number and type of procedures may be impacted over time by various factors, including changes in treatment modalities, hospital and distributor reporting behavior, and system internet connectivity. Such estimates and judgments are also susceptible to algorithmic or other technical errors. In addition, the relationship between the number and type of procedures and our revenues may fluctuate from period to period, and procedure volume growth may not correspond to an increase in revenue. The number and type of procedures 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 GAAP.

Da Vinci Procedures

The adoption of robotic-assisted surgery using the da Vinci surgical system has the potential to grow for those procedures that offer greater patient value than non-da Vinci alternatives and competitive total economics for healthcare providers. Our da Vinci surgical systems are used primarily in general, gynecologic, urologic, cardiothoracic, and head and neck surgical procedures. We focus our organization and investments on developing, marketing, and training products and services for procedures in which da Vinci can bring patient value relative to alternative treatment options and/or economic benefit to healthcare providers. Target procedures in general surgery include hernia repair (both ventral and inguinal), colorectal, cholecystectomy, and bariatric procedures. Target procedures in urology include prostatectomy and partial nephrectomy. Target procedures in gynecology include hysterectomy for both cancer and benign conditions and sacrocolpopexy. In cardiothoracic surgery, target procedures include lung resection. In head and neck surgery, target procedures include transoral surgery. Not all indications, procedures, or products described may be available in a given country or region or on all generations of da Vinci surgical systems. Surgeons and their patients need to consult the product labeling in their specific country and for each product in order to determine the cleared uses, as well as important limitations, restrictions, or contraindications.

The following table summarizes the approximate number of procedures performed on da Vinci surgical systems in the U.S. and OUS for the periods presented (number of procedures shown in thousands):


	Three Months Ended September 30,	% Change*		Nine Months Ended September 30,	% Change*
	2026	2025		2026	2025	2026	2025	2026		2025





U.S.	559		507		10%	16%	1,639		1,468		12%	14%





OUS	347		290		20%	24%	1,003		837		20%	24%
Total Procedures	906		797		14%	19%	2,642		2,305		15%	18%
___________
* The approximate procedures are rounded to thousands, but the percentage changes are based on unrounded approximate procedures.

Overall. Total da Vinci procedures performed by our customers grew approximately 14% for the three months ended September 30, 2026, compared to approximately 19% for the three months ended September 30, 2025, and grew approximately 15% for the nine months ended September 30, 2026, compared to approximately 18% for the nine months ended September 30,

2025. The third quarter 2026 procedure growth was primarily attributable to growth in general surgery, gynecology, and OUS urology procedures.

U.S. Procedures. U.S. da Vinci procedures grew approximately 10% for the three months ended September 30, 2026, compared to approximately 16% for the three months ended September 30, 2025, and grew approximately 12% for the nine months ended September 30, 2026, compared to approximately 14% for the nine months ended September 30, 2025. The third quarter 2026 U.S. procedure growth was primarily attributable to strong growth in general surgery procedures, most notably cholecystectomy, hernia repair, and appendectomy procedures, as well as growth in gynecological procedures. The growth in general surgery procedures was partially offset by a low double-digit decline in U.S. bariatric procedures, which comprise approximately 2% of our total worldwide da Vinci procedures. We believe that U.S. procedure growth was also modestly negatively impacted by the expiration of enhanced ACA premium subsidies. The extent of the continued impact of these expirations on U.S. procedure volumes remains uncertain.

OUS Procedures. OUS da Vinci procedures grew approximately 20% for the three months ended September 30, 2026, compared to approximately 24% for the three months ended September 30, 2025, and grew approximately 20% for the nine months ended September 30, 2026, compared to approximately 24% for the nine months ended September 30, 2025. The third quarter 2026 OUS procedure growth was primarily attributable to growth in general surgery procedures, most notably hernia repair, colorectal, and cholecystectomy procedures; urologic procedures, most notably prostatectomy and partial nephrectomy procedures; and gynecologic procedures, most notably hysterectomy procedures. The third quarter 2026 OUS procedure growth rate reflects continued da Vinci adoption in European and Asian markets. We saw strong procedure growth in Japan, Germany, India, the United Kingdom, and Italy during the third quarter of 2026, partially offset by lower procedure growth in South Korea compared to the prior year, as the prior-year period benefited from a recovery in procedure volumes following the conclusion of physician strikes, and lower procedure growth in China, which reflects fewer da Vinci surgical systems placed in recent quarters. We believe that growth in these global markets is being driven by increased acceptance among surgeons and health systems, supported by expanded global evidence validating the clinical and economic value of da Vinci procedures as well as increased surgeon training.

Ion Procedures

The adoption of robotic-assisted bronchoscopy using the Ion endoluminal system has the potential to grow if it can offer greater patient value than non-Ion alternatives and competitive total economics for healthcare providers.

In the three months ended September 30, 2026, approximately 49,700 biopsy procedures were performed by our customers with Ion systems, compared to approximately 37,900 in the three months ended September 30, 2025. In the nine months ended September 30, 2026, approximately 140,300 biopsy procedures were performed by our customers with Ion systems, compared to approximately 103,900 in the nine months ended September 30, 2025. The growth in our overall procedure volume reflects a larger installed base of approximately 1,152 systems as of September 30, 2026, an increase of 21% compared to the installed base of approximately 954 systems as of September 30, 2025. Currently, the vast majority of Ion biopsy procedures are performed in the U.S.

System Demand

System placements are driven by procedure growth in most geographic markets. In some markets, system placements are constrained by regulation. In geographies where da Vinci procedure adoption is in an early stage or system placements are constrained by regulation, system sales will precede procedure growth.

The following table summarizes our da Vinci and Ion placements during the periods presented (amounts shown in ones):


	Three Months Ended September 30,	Nine Months Ended September 30,
	2026	2025		2026	2025
Da Vinci Surgical System Placements by Region
U.S. unit placements	335		263		828	683
OUS unit placements	211		164		617	506
Total unit placements (1)	546		427		1,445	1,189
________




(1) Includes the following number of units involving trade-ins:	150		141		413	291


Ion System Placements by Region
U.S. unit placements	44		41		125	133
OUS unit placements	12		9		38	20
Total unit placements	56		50		163	153

During the third quarter of 2026, 546 da Vinci surgical systems were placed compared to 427 systems in the third quarter of 2025. By geography, 335 systems were placed in the U.S., 115 in Europe, 78 in Asia, and 18 in other geographic markets during the third quarter of 2026, compared to 263 systems placed in the U.S., 63 in Europe, 60 in Asia, and 41 in other geographic markets during the third quarter of 2025. The increase in system placements reflects continued customer demand for additional capacity driven by procedure growth, as well as increased demand for our full portfolio of surgical systems, including da Vinci 5 and Xi systems, inclusive of customers trading in fourth-generation da Vinci systems. During the third quarter of 2026, we placed 315 da Vinci 5 systems, compared to 240 systems in the third quarter of 2025.

As of September 30, 2026, we had a da Vinci surgical system installed base of approximately 12,094 systems compared to approximately 10,763 systems as of September 30, 2025. By geography, 6,807 systems were in the U.S., 2,436 in Europe, 2,176 in Asia, and 675 in the rest of the world. The incremental system installed base reflects continued procedure growth and further customer validation that robotic-assisted surgery addresses their Quintuple Aim objectives.

During the third quarter of 2026, 56 Ion systems were placed compared to 50 systems in the third quarter of 2025. By geography, 44 systems were placed in the U.S., 10 in Europe, 1 in Asia, and 1 in other geographic markets during the third quarter of 2026, compared to 41 systems placed in the U.S., 5 in Europe, and 4 in Asia during the third quarter of 2025. In the U.S., where we estimate that Ion’s penetration of overall lung biopsy procedures has exceeded the halfway point, our customers’ focus has begun to shift from increasing capacity to increasing utilization of their existing systems. As of September 30, 2026, we had an Ion system installed base of approximately 1,152 systems, compared to approximately 954 systems as of September 30, 2025.

System demand in China has been adversely affected by increasing competition from domestic robotic-assisted surgical system manufacturers as well as a broader central government focus on systematic governance. Targeting the healthcare sector, this campaign was initially launched by the Chinese government in July 2023 and has resulted in heightened scrutiny by medical institutions with respect to initiating tenders, with some tenders being canceled or delayed without a timeline. In the third quarter of 2026, the competitive dynamics in China, various measures related to industrial policy, and the effects of this campaign contributed to fewer systems being placed in China than we anticipated. Currently, the extent and impact of the competitive dynamics in China, any additional measures related to industrial policy, and this campaign on our business remain uncertain.

We expect that future placements of da Vinci surgical systems will be impacted by a number of factors: supply chain risks; economic and geopolitical factors; inflationary pressures; high interest rates; hospital staffing constraints; procedure growth rates; evolving system utilization and point-of-care dynamics; capital replacement trends, including a declining number of older generation systems available for trade-in transactions; additional reimbursements in various global geographic markets, such as in Japan; the timing around governmental tenders and authorizations, as well as governmental actions impacting the tender process, such as the governance campaign in China; hospitals’ response to the evolving healthcare environment; the timing of when we receive regulatory clearance in our other OUS markets for our da Vinci 5, da Vinci X, da Vinci Xi, and da Vinci SP surgical systems and related instruments; and the customer response.

Demand may also be impacted by the competition we currently face, or expect to face, from companies offering products for open or MIS surgeries, companies providing other therapeutic approaches for target clinical conditions, and companies developing diagnostic solutions that could serve as alternatives to current or planned Intuitive offerings. 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 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.

Many of the above factors will also impact future demand for our Ion endoluminal system, as we extend our commercial offering into diagnostics, along with additional factors associated with a new product introduction, including, but not limited to, our ability to optimize manufacturing and our supply chain, competition, clinical data to demonstrate value, and customer acceptance.

Distribution Channels

We sell our products and services through direct sales organizations in the U.S., Europe (excluding Greece and Eastern European countries), China (through our majority-owned joint ventures, Intuitive Surgical-Fosun Medical Technology (Shanghai) Co., Ltd. and Intuitive Surgical-Fosun (HongKong) Co., Ltd. (collectively, the “Joint Venture”), with Fosun Pharma), Japan, South Korea, India, Taiwan, and Canada. In the U.S. (for some government customers), China, and Japan, we also utilize certain distributors in addition to our direct sales organizations. In the remainder of our OUS geographic markets, we provide our products for sale through distributors.

Seasonality

More than half of the da Vinci procedures performed are for benign conditions, most notably cholecystectomies, hernia repairs, and hysterectomies. These benign procedures and other short-term elective procedures tend to be more seasonal than cancer operations and surgeries for other life-threatening conditions. Seasonality in the U.S. for procedures for benign conditions typically results in higher fourth quarter procedure volume when more patients have met annual deductibles and lower first quarter procedure volume when deductibles are reset. Seasonality outside of the U.S. varies and is more pronounced around local holidays and vacation periods, which have lower procedure volume.

System placements also vary due to seasonality, largely aligned with hospital budgeting cycles. On an annual basis, we typically place a higher proportion of systems in the fourth quarter and a lower proportion in the first quarter as many customer budgets are reset.

Intuitive System Leasing

Since 2013, we have entered into sales-type and fixed-payment operating lease arrangements directly with certain qualified customers as a way to offer customers flexibility in how they acquire systems and expand their robotic-assisted programs while leveraging our balance sheet. These leases generally have commercially competitive terms as compared to other third-party entities that offer equipment leasing. We also enter into usage-based operating lease arrangements with qualified customers that have committed da Vinci programs where we charge for the system and service as procedures are performed, offering greater predictability in costs for customers. We believe that all of these alternative financing structures have been effective and well-received, and we are willing to expand the proportion of any of these structures based on customer needs and demand.

We include systems placed under fixed-payment and usage-based operating lease arrangements, as well as sales-type lease arrangements, in our system placement and installed base disclosures. We exclude operating lease-related revenue, including usage-based revenue, and Ion system revenue from our da Vinci surgical system average selling price (“ASP”) computations.

The following table summarizes our da Vinci and Ion system placements under leasing arrangements for the periods presented (amounts in ones):


	Three Months Ended September 30,	Nine Months Ended September 30,
	2026	2025		2026	2025
Da Vinci Surgical System Placements under Leasing Arrangements
Fixed-payment operating lease arrangements	131		116		379	276
Usage-based operating lease arrangements	160		115		409	346
Total da Vinci surgical system placements under operating lease arrangements	291		231		788	622
% of Total da Vinci surgical system placements	53%	54%		55%	52%
Sales-type lease arrangements	12		12		35	28
Total da Vinci surgical system placements under leasing arrangements	303		243		823	650

Ion System Placements under Leasing Arrangements
Fixed-payment operating lease arrangements	11		11		47	38
Usage-based operating lease arrangements	15		6		46	42
Total Ion system placements under operating lease arrangements	26		17		93	80
% of Total Ion system placements	46%	34%		57%	52%
Sales-type lease arrangements	2		5		2	10
Total Ion system placements under leasing arrangements	28		22		95	90

Variable lease revenue, which is primarily recognized from usage-based operating lease arrangements, has been included in our operating lease metrics. Operating lease revenue was $275 million and $787 million for the three and nine months ended September 30, 2026, respectively, of which $178 million and $504 million, respectively, represented variable lease revenue, primarily related to our usage-based operating lease arrangements. Operating lease revenue was $223 million and $632 million for the three and nine months ended September 30, 2025, respectively, of which $138 million and $380 million, respectively, represented variable lease revenue, primarily related to our usage-based operating lease arrangements.

Revenue for systems sold or placed under a sales-type lease arrangement is recognized upfront whereas revenue for fixed-payment operating lease arrangements is recognized on a straight-line basis over time. Therefore, in a period when the number of operating lease placements increases as a proportion of total system placements, total systems revenue is reduced, which can create volatility in the systems revenue recognized in any given period. 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.

Revenue for usage-based operating lease arrangements is recognized as the system is used to perform procedures. Usage-based arrangements create better matching of reimbursements and cost for our customers. They also reduce our customers’ overall risk and need for capital outlay. However, because the number of procedures performed in any given period can vary significantly for many reasons, including but not limited to healthcare emergencies, alternative treatment options, and patient preferences, revenue recognized from these arrangements could be highly volatile.

Customers generally do not have the right to exit or terminate a fixed-payment lease without incurring a penalty. Generally, lease transactions generate similar gross profit margins as our sale transactions. However, because of the variability in revenue recognized for usage-based lease arrangements, including our customers’ ability to exit or cancel those arrangements prior to the end of the lease term, there is no guarantee that we will recuperate the cost of the usage-based leased system, which, in turn, could adversely impact our gross profit margins if utilization of those systems is different from our expectations.

The following table summarizes our da Vinci and Ion systems installed base under operating leasing arrangements as of the periods presented (amounts in ones):


	As of
	September 30, 2026	September 30, 2025
Da Vinci Surgical System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements	1,581		1,379
Usage-based operating lease arrangements	1,974		1,736
Total da Vinci surgical system installed base under operating lease arrangements	3,555		3,115



Ion System Installed Base under Operating Leasing Arrangements
Fixed-payment operating lease arrangements	109		123
Usage-based operating lease arrangements	302		239
Total Ion system installed base under operating lease arrangements	411		362

Our exposure to the credit risks relating to our lease financing arrangements may increase if our customers are adversely affected by economic pressures or uncertainty, changes in healthcare laws, coverage and reimbursement, or other customer-specific factors. As a result of these macroeconomic factors impacting our customers, we may be exposed to defaults under our lease financing arrangements. Moreover, usage-based operating lease arrangements generally contain no minimum payments; therefore, customers may exit such arrangements without paying a financial penalty to us.

For some operating lease arrangements, our customers are provided with the right to purchase the leased system at certain points during and/or at the end of the lease term. Revenue generated from customer purchases of systems under operating lease arrangements (“Lease Buyouts”) was $45 million and $153 million for the three and nine months ended September 30, 2026, respectively, compared to $22 million and $91 million for the three and nine months ended September 30, 2025, respectively. We expect that revenue recognized from Lease Buyouts will fluctuate based on the timing of when, and if, customers choose to exercise such buyout options.

Systems revenue is also affected by the proportion of system placements under operating lease arrangements, which can fluctuate period to period depending on customer preferences, recurring fixed-payment and usage-based operating lease revenue, Lease Buyouts, product mix, ASPs, trade-in activities, customer mix, and specified-price trade-in rights. We generally do not provide specified-price trade-in rights or upgrade rights at the time of a system purchase; however, in conjunction with the rollout of our da Vinci 5 surgical system, there may be limited instances in which certain arrangements include specified-price trade-in rights. For trade-in activities involving operating lease upgrades, depending on the timing and terms of the upgrade transaction, the amount of revenue generated on the initial and new lease arrangements may not, in the aggregate, generate the same amount of revenue that a traditional sale and trade-in transaction would.

Procedure/Product Mix

Our da Vinci surgical systems are generally used for soft tissue surgery for areas of the body between the pelvis and the neck, primarily in general, gynecologic, urologic, cardiothoracic, and head and neck surgical procedures. Within these categories, procedures range in complexity from cancer and other highly complex procedures to less complex procedures for benign conditions. Cancer and other highly complex procedures tend to be reimbursed at higher rates than less complex procedures for benign conditions. Thus, hospitals are more sensitive to the costs associated with treating less complex, benign conditions. Our strategy is to provide hospitals with attractive clinical and economical solutions across the spectrum of procedure complexity. Our fully featured da Vinci 5 and da Vinci Xi surgical systems with advanced instruments (including da Vinci energy and da Vinci stapler products) and our Integrated Table Motion product target the more complex procedure segment. Our da Vinci X surgical system is targeted toward price-sensitive geographic markets and procedures. Our da Vinci SP surgical system complements the da Vinci 5, da Vinci X, and da Vinci Xi surgical systems by enabling surgeons to access narrow workspaces.

Revenue

We recognize up-front revenue from the placement of da Vinci surgical systems through sales or sales-type lease arrangements. Recurring revenue is recognized over time from the placement of da Vinci surgical systems under fixed-payment or usage-based operating lease arrangements, as well as from service arrangements. Recurring revenue is also recognized up-front from the sale of instruments and accessories.

The da Vinci surgical system generally sells for between $0.6 million and $3.1 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. Our instruments and accessories have limited lives and will either expire or wear out as they are used in surgery, at which point they need to be replaced. We generally earn between $900 and $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 $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 generally included in the selling price of the system. These service contracts have generally been renewed at the end of the initial contractual service periods.

Beginning in the first half of 2027, we expect to implement a set of instrument pricing actions, including extending the number of uses for a subset of core EndoWrist instruments on our fourth- and fifth-generation da Vinci platforms and introducing volume-based pricing, both of which are intended to reduce the instrument cost per procedure for our customers. The introduction of these instruments with extended use is the result of investment in our product design and quality, and in our manufacturing processes, and is targeted at reducing cost in a set of benign procedures and lower-acuity cases where customers are more cost sensitive. In addition, beginning in the fourth quarter of 2026, we expect to implement pricing reductions in China in response to the NHSA unified national framework. Taken together, we expect these pricing actions to reduce da Vinci instruments and accessories revenue per procedure by approximately 3% to 5% once fully implemented, excluding the effect of changes in procedure, product, and geographic mix. The ultimate impact of these pricing actions will depend on various factors, including the pace of implementation and customer response, and could differ materially from our expectations.

We generate revenue from our Ion endoluminal system in a business model consistent with the da Vinci surgical system model described above. We generate up-front revenue from the placement of Ion systems through sales or sales-type lease arrangements and recurring revenue over time through fixed-payment or usage-based operating lease arrangements. We also earn recurring revenue from the sale of instruments, accessories, and services. The Ion endoluminal system generally sells for between $500,000 and $815,000 (generally inclusive of one year of service). Our instruments and accessories have limited lives and will either expire or wear out as they are used in procedures, at which point they need to be replaced. We typically enter into service contracts at the time systems are sold or leased at an annual fee between $55,000 and $70,000.

Additionally, as part of our ecosystem of products and services, we provide a portfolio of learning offerings and digital solutions. We do not currently generate material revenue from these offerings.

The following table summarizes our revenue for the periods presented (amounts in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		$ Change		% Change	2026		2025		$ Change	% Change
Revenue
Instruments and accessories	$	1,797.4			$	1,518.8		$	278.6			18%	$	5,218.7		$	4,360.6		$	858.1	20%
Systems	769.1			590.4			178.7		30%		2,104.8		1,687.8		417.0			25%
Total product revenue	2,566.5			2,109.2			457.3		22%		7,323.5		6,048.4		1,275.1			21%
Service	482.2			395.9			86.3		22%		1,388.3		1,150.1		238.2			21%
Total revenue	$	3,048.7			$	2,505.1		$	543.6			22%	$	8,711.8		$	7,198.5		$	1,513.3	21%

U.S.	$	2,063.0			$	1,717.6		$	345.4			20%	$	5,779.5		$	4,885.2		$	894.3	18%
OUS	985.7			787.5			198.2		25%		2,932.3		2,313.3		619.0			27%
Total revenue	$	3,048.7			$	2,505.1		$	543.6			22%	$	8,711.8		$	7,198.5		$	1,513.3	21%
% of Revenue — U.S.	68%		69%					66%		68%
% of Revenue — OUS	32%		31%					34%		32%

We generally sell our products and services in local currencies where we have direct distribution channels. Revenue denominated in foreign currencies as a percentage of total revenue was approximately 27% and 28% for the three and nine months ended September 30, 2026, respectively, and 24% and 25% for the three and nine months ended September 30, 2025, respectively. Fluctuations in foreign currency exchange rates had an unfavorable impact on OUS total revenue of $6 million for the three months ended September 30, 2026, and a favorable impact on OUS total revenue of $34 million for the nine months ended September 30, 2026. Fluctuations in foreign currency exchange rates had a favorable impact on OUS total revenue of $3 million and $9 million for the three and nine months ended September 30, 2025, respectively. The impact of fluctuations in

foreign currency exchange rates was determined by comparing current period revenue converted to USD using exchange rates that were effective in the comparable prior year period, net of the impacts from foreign currency hedging.

We believe that U.S. revenue has historically accounted for the large majority of total revenue due to U.S. patients’ ability to choose their provider and method of treatment, reimbursement structures supportive of innovation and MIS, and our initial investments focused on U.S. infrastructure. We have been investing in our business in OUS geographic markets, and our OUS procedures have grown faster in proportion to U.S. procedures. We expect that our OUS procedures and revenue will make up a greater portion of our business in the long term.

Product Revenue

Three Months Ended September 30, 2026

Instruments and accessories revenue increased by 18% to $1.80 billion for the three months ended September 30, 2026, compared to $1.52 billion for the three months ended September 30, 2025. The increase in instruments and accessories revenue was primarily driven by approximately 14% higher da Vinci procedure volume, higher da Vinci instruments and accessories revenue per procedure, driven by the da Vinci 5 and da Vinci SP instruments and accessories mix, and approximately 31% higher Ion procedure volume. The third quarter 2026 U.S. da Vinci procedure growth was approximately 10%, driven primarily by strong growth in general surgery procedures, most notably cholecystectomy, hernia repair, and appendectomy procedures, as well as growth in gynecological procedures. The growth in general surgery procedures was partially offset by a low double-digit decline in U.S. bariatric procedures, which comprise approximately 2% of our total worldwide da Vinci procedures. The third quarter 2026 OUS da Vinci procedure growth was approximately 20%, driven primarily by growth in general surgery procedures, most notably hernia repair, colorectal, and cholecystectomy procedures; urologic procedures, most notably prostatectomy and partial nephrectomy procedures; and gynecologic procedures, most notably hysterectomy procedures. Geographically, the third quarter 2026 OUS da Vinci procedure growth was driven by several geographic markets with particular strength in Japan, Germany, India, the United Kingdom, and Italy.

Systems revenue increased by 30% to $769 million for the three months ended September 30, 2026, compared to $590 million for the three months ended September 30, 2025. The higher third quarter 2026 systems revenue was primarily driven by an increase in da Vinci surgical system placements, higher operating lease revenue, and higher lease buyout revenue.

Operating lease revenue, including the contribution from Ion systems, was $275 million for the three months ended September 30, 2026, of which $178 million was variable lease revenue, primarily related to usage-based arrangements, compared to $223 million for the three months ended September 30, 2025, of which $138 million was variable lease revenue, primarily related to usage-based arrangements. Revenue from Lease Buyouts was $45 million for the three months ended September 30, 2026, compared to $22 million for the three months ended September 30, 2025. We expect revenue from Lease Buyouts to fluctuate period to period depending on the timing of when, and if, customers choose to exercise buyout options embedded in their leases.

The da Vinci surgical system ASP, excluding systems placed under fixed-payment or usage-based operating lease arrangements, Ion systems, and the impact of specified-price trade-in rights, was approximately $1.61 million for the three months ended September 30, 2026, compared to approximately $1.60 million for the three months ended September 30, 2025. The higher third quarter 2026 ASP was primarily driven by favorable geographic mix and favorable product mix, including from da Vinci 5 system placements, partially offset by higher pricing discounts. ASP fluctuates from period to period based on geographic and product mix, product pricing, systems placed involving trade-ins, and changes in foreign exchange rates.

Nine Months Ended September 30, 2026

Instruments and accessories revenue increased by 20% to $5.22 billion for the nine months ended September 30, 2026, compared to $4.36 billion for the nine months ended September 30, 2025. The increase in instruments and accessories revenue was primarily driven by approximately 15% higher da Vinci procedure volume, higher da Vinci instruments and accessories revenue per procedure, driven by the da Vinci 5 and da Vinci SP instruments and accessories mix, approximately 35% higher Ion procedure volume, and customer buying patterns. The year-to-date 2026 U.S. da Vinci procedure growth was approximately 12%, driven by strong growth in general surgery procedures, most notably cholecystectomy, hernia repair, and appendectomy procedures, as well as growth in gynecological procedures. The growth in general surgery procedures was partially offset by a low double-digit decline in U.S. bariatric procedures, which comprise approximately 2% of our total worldwide da Vinci procedures. The year-to-date 2026 OUS da Vinci procedure growth was approximately 20%, driven by growth in general surgery procedures, most notably colorectal, hernia repair, and cholecystectomy procedures; urologic procedures, most notably prostatectomy and partial nephrectomy procedures; and gynecologic procedures, most notably hysterectomy procedures. Geographically, the year-to-date 2026 OUS da Vinci procedure growth was driven by several markets with particular strength in Germany, India, the United Kingdom, and Italy.

Systems revenue increased by 25% to $2.10 billion for the nine months ended September 30, 2026, compared to $1.69 billion for the nine months ended September 30, 2025. The higher year-to-date 2026 system revenue was primarily driven by an increase in da Vinci surgical system placements, partially offset by an increase in the proportion of da Vinci surgical system placements under operating leases, higher operating lease revenue, and higher lease buyout revenue.

Operating lease revenue, including the contribution from Ion systems, was $787 million for the nine months ended September 30, 2026, of which $504 million was variable lease revenue, primarily related to usage-based arrangements, compared to $632 million for the nine months ended September 30, 2025, of which $380 million was variable lease revenue, primarily related to usage-based arrangements. Revenue from Lease Buyouts was $153 million for the nine months ended September 30, 2026, compared to $91 million for the nine months ended September 30, 2025. We expect revenue from Lease Buyouts to fluctuate period to period depending on the timing of when, and if, customers choose to exercise buyout options embedded in their leases.

The da Vinci surgical system ASP, excluding systems placed under fixed-payment or usage-based operating lease arrangements, Ion systems, and the impact of specified-price trade-in rights, was approximately $1.64 million for the nine months ended September 30, 2026, compared to approximately $1.57 million for the nine months ended September 30, 2025. The higher year-to-date 2026 ASP was primarily driven by favorable product mix, including from da Vinci 5 system placements, partially offset by higher pricing discounts. ASP fluctuates from period to period based on geographic and product mix, product pricing, systems placed involving trade-ins, and changes in foreign exchange rates.

Service Revenue

Service revenue increased by 22% to $482 million for the three months ended September 30, 2026, compared to $396 million for the three months ended September 30, 2025. The increase in service revenue was primarily driven by a larger installed base of systems producing service revenue and favorable product mix, particularly from da Vinci 5 system placements.

Service revenue increased by 21% to $1.39 billion for the nine months ended September 30, 2026, compared to $1.15 billion for the nine months ended September 30, 2025. The increase in service revenue was primarily driven by a larger installed base of systems producing service revenue and favorable product mix, particularly from da Vinci 5 surgical system placements.

Recurring Revenue

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

Recurring revenue during the periods presented was as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Instruments and accessories revenue	$	1,797.4			$	1,518.8		$	5,218.7	$	4,360.6
Service revenue	482.2			395.9			1,388.3		1,150.1
Operating lease revenue	275.0			223.0			787.0		632.0
Total recurring revenue	$	2,554.6			$	2,137.7		$	7,394.0	$	6,142.7

% of Total revenue	84%		85%		85%		85%

Gross Profit

Product

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


	Three Months Ended September 30,			Nine Months Ended September 30,
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Product gross profit (1)	$	1,768.8		$	1,409.8		$	359.0		25%	$4,968.8	$3,992.1	$	976.7	24%
Product gross profit margin	68.9%		66.8%				67.8%		66.0%
________
(1) Includes the following expenses:
Share-based compensation	$	28.4		$	31.5		$	(3.1)		(10)%	$86.5	$92.0	$	(5.5)	(6)%
Intangible asset amortization	$	7.6		$	2.2		$	5.4		245%	$33.4	$6.7	$	26.7	399%

Product gross profit margin increased for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily driven by IEEPA tariff refunds and fixed overhead leverage.

Product gross profit margin increased for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily driven by IEEPA tariff refunds, fixed overhead leverage, lower logistics costs, and product cost reductions, partially offset by higher tariff expenses and higher intangible asset amortization.

Our capital expenditures increased in 2025, as we continued to build the infrastructure needed to scale our business and, as a result, depreciation expense increased in the three and nine months ended September 30, 2026. We expect depreciation expense to continue to increase in the remainder of 2026. Additionally, in connection with the acquisition of a business in the first quarter of 2026, we expect amortization of intangible assets to be higher in the remainder of 2026 compared to 2025.

In 2025, new and incremental tariffs were imposed on goods imported to the U.S. We import raw materials and finished goods from sources outside of the U.S., which were subject to tariffs, including but not limited to our endoscopes, which are primarily manufactured in Germany. In 2026, there were changes to the tariffs imposed on goods imported to the U.S. In addition, during the three and nine months ended September 30, 2026, we recognized $25.7 million and $53.2 million, respectively, of refunds related to IEEPA tariffs paid in prior periods, which reduced cost of product revenues. The ultimate impact of tariffs will depend on various factors, including the amount, scope, timing, and nature of the tariffs imposed.

Service

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


	Three Months Ended September 30,			Nine Months Ended September 30,
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Service gross profit (1)	$	315.5		$	252.6		$	62.9		25%	$	906.4	$	745.9	$	160.5	22%
Service gross profit margin	65.4%		63.8%				65.3%		64.9%
________
(1) Includes the following expenses:
Share-based compensation	$	10.1		$	8.8		$	1.3		15%	$	28.6	$	25.6	$	3.0	12%
Intangible asset amortization	$	1.1		$	0.2		$	0.9		450%	$	5.2	$	0.6	$	4.6	767%

Service gross profit margin increased for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily driven by lower excess and obsolete inventory charges and IEEPA tariff refunds.

Service gross profit margin increased for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily driven by IEEPA tariff refunds and favorable repair parts mix, partially offset by incremental fixed costs, including depreciation expense, and higher costs associated with our da Vinci 5 surgical system.

In connection with the acquisition of a business, we expect amortization of intangible assets to be higher in the remainder of 2026 compared to 2025.

During the three and nine months ended September 30, 2026, we recognized $2.1 million and $10.5 million, respectively, of refunds related to IEEPA tariffs paid in prior periods, which reduced cost of service revenue. The ultimate impact of tariffs will depend on various factors, including the amount, scope, timing, and nature of the tariffs imposed.

Selling, General, and Administrative Expenses

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

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


	Three Months Ended September 30,			Nine Months Ended September 30,
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Selling, general, and administrative (1)	$	633.4		$	573.3		$	60.1		10%	$	1,864.6	$	1,697.9	$	166.7	10%
% of Total revenue	21%		23%				21%		24%
________
(1) Includes the following expenses:
Share-based compensation	$	89.5		$	88.1		$	1.4		2%	$	270.3	$	256.7	$	13.6	5%
Intangible asset amortization	$	0.5		$	0.1		$	0.4		400%	$	1.2	$	0.7	$	0.5	71%

Selling, general, and administrative expenses for the three and nine months ended September 30, 2026, increased compared to the three and nine months ended September 30, 2025, primarily due to higher personnel-related expenses, driven by an increase in headcount and higher employee compensation, including variable compensation expense and share-based compensation expense.

Antitrust Class Action Litigation Settlement


	Three Months Ended September 30,		2026 vs 2025	Nine Months Ended September 30,		2026 vs 2025
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Antitrust class action litigation settlement	$	450.0		$	—		$	450.0		100%	$	450.0	$	—	$	450.0	100%
% of Total revenue	15%		—%				5%		—%

During the three and nine months ended September 30, 2026, a charge of $450 million was recognized in connection with the settlement of an antitrust class action litigation. Refer to Note 8 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 for more information on the class action litigation settlement.

Research and Development Expenses

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

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


	Three Months Ended September 30,			Nine Months Ended September 30,
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Research and development (1)	$	408.3		$	329.4		$	78.9		24%	$	1,140.8	$	958.9	$	181.9	19%
% of Total revenue	13%		13%				13%		13%
________
(1) Includes the following expenses:
Share-based compensation	$	87.7		$	77.6		$	10.1		13%	$	256.4	$	221.3	$	35.1	16%
Intangible asset-related charges	$	0.1		$	1.4		$	(1.3)		(93)%	$	0.6	$	9.2	$	(8.6)	(93)%

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

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

Interest and Other Income, Net

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


	Three Months Ended September 30,		2026 vs 2025	Nine Months Ended September 30,		2026 vs 2025
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Interest and other income, net	$	75.8		$	95.5		$	(19.7)		(21)%	$	243.6	$	274.6	$	(31.0)	(11)%
% of Total revenue	2%		4%				3%		4%

Interest and other income, net, for the three and nine months ended September 30, 2026, decreased compared to the three and nine months ended September 30, 2025, primarily due to lower interest income earned on lower average cash and investment balances, resulting from cash used for stock repurchases and the acquisition of a business in the first quarter of 2026, as well as a decrease in average interest rates. The decrease during the nine months ended September 30, 2026, was partially offset by unrealized gains on strategic investments (compared to unrealized losses during the nine months ended September 30, 2025) and lower foreign exchange losses, net of the impacts of derivatives and hedging.

Income Tax Expense

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


	Three Months Ended September 30,		2026 vs 2025	Nine Months Ended September 30,		2026 vs 2025
	2026		2025	$ Change		% Change	2026		2025	$ Change	% Change
Income tax expense (benefit)	$	144.0		$	146.0		$	(2.0)		(1)%	$	489.8	$	278.7	$	211.1	76%
Effective income tax rate	21.5%		17.1%				18.4%		11.8%

Our effective tax rate increased for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to the non-recurrence of a 2025 release of unrecognized tax benefits, higher taxes on foreign earnings, and lower excess tax benefits associated with employee equity plans, as discussed below.

Our effective tax rate increased for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to lower excess tax benefits associated with employee equity plans, as discussed below, the non-recurrence of a 2025 release of unrecognized tax benefits, and a lower federal research and development credit.

Our provision for income taxes for the three months ended September 30, 2026, and 2025, included excess tax benefits associated with employee equity plans of $12.6 million and $24.2 million, respectively, which reduced our effective tax rate by 1.9 and 2.8 percentage points, respectively. Our provision for income taxes for the nine months ended September 30, 2026, and 2025, included excess tax benefits associated with employee equity plans of $103.2 million and $202.5 million, respectively, which reduced our effective tax rate by 3.9 and 8.6 percentage points, respectively. The amount of excess tax benefits or deficiencies will fluctuate from period to period based on the price of our stock, the volume of share-based awards settled or vested, and the value assigned to employee equity awards under GAAP, which results in increased income tax expense volatility.

In 2021, the Organization for Economic Co-operation and Development (“OECD”) established an inclusive framework on base erosion and profit shifting and agreed on a two-pillar solution to global taxation, focusing on global profit allocation and a 15% global minimum effective tax rate (“Pillar Two”). The OECD issued Pillar Two model rules and continues to release guidance on these rules. Many countries have adopted new tax laws to align with the global minimum tax. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and we do not expect a material impact on our tax provision in 2026.

In January 2026, the OECD released administrative guidance recognizing the U.S. minimum tax regime and introducing a “side-by-side” package intended to exempt U.S.-parented groups from Pillar Two minimum taxes imposed by foreign jurisdictions on U.S. earnings. Although full adoption of the guidance is expected to eliminate this exposure with respect to the U.S. jurisdiction, laws to implement the framework have not been enacted in all relevant countries. Accordingly, our financial results reflect the laws enacted and in effect as of September 30, 2026, which did not have a material impact on our tax provision as of September 30, 2026.

We file federal, state, and foreign income tax returns in many jurisdictions in the U.S. and OUS. Years before 2020 are considered closed for significant jurisdictions. Certain of our unrecognized tax benefits could change due to activities of various tax authorities, including evolving interpretations of existing tax laws in the jurisdictions in which we operate, potential assessment of additional tax, possible settlement of audits, or through normal expiration of various statutes of limitations, which could affect our effective tax rate in the period in which they change.

We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

Liquidity and Capital Resources

Sources and Uses of Cash and Cash Equivalents

Our principal source of liquidity is cash provided by our operations. Cash and cash equivalents plus short- and long-term investments decreased by $2.23 billion to $6.80 billion as of September 30, 2026, from $9.03 billion as of December 31, 2025, primarily as a result of cash used for repurchases of common stock and the acquisition of a business, partially offset by cash generated from operations.

Our cash requirements depend on numerous factors, including customer acceptance of our products, the resources we devote to developing and supporting our products, and other factors. We expect to continue to devote substantial resources to expand procedure adoption and acceptance of our products. We have made substantial investments in our commercial operations, product development activities, facilities, and intellectual property. Based on our business model, we anticipate that we will continue to be able to fund future growth through cash provided by our operations. We believe that our current cash, cash equivalents, and investment balances, together with income to be derived from our business, will be sufficient to meet our liquidity requirements for the foreseeable future. However, we may experience reduced cash flow from operations as a result of macroeconomic and geopolitical headwinds.

See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K for the year ended December 31, 2025, for discussion on the impact of interest rate risk and market risk on our investment portfolio.

Condensed Consolidated Cash Flow Data

The following table summarizes our cash flows for the periods presented (in millions):


	Nine Months Ended September 30,
	2026		2025
Net cash provided by (used in):
Operating activities	$	3,197.0			$	2,138.0
Investing activities	956.7			875.2
Financing activities	(4,535.2)			(2,226.6)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(3.5)			0.5
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	(385.0)			$	787.1

Operating Activities

For the nine months ended September 30, 2026, net cash provided by operating activities of $3.20 billion exceeded our net income of $2.17 billion, primarily due to the following factors:

1.Our net income included non-cash charges of $1.56 billion, consisting primarily of share-based compensation of $632.0 million; depreciation expense and losses on the disposal of property, plant, and equipment of $559.0 million; and deferred income tax expense of $315.9 million.

2.Changes in operating assets and liabilities resulted in $532.5 million of cash used in operating activities during the nine months ended September 30, 2026. Inventory, including the transfer of equipment from inventory to property, plant, and equipment, increased by $822.0 million, primarily to address the growth in our business, including the expansion of our leasing business, and to mitigate risks of disruption that could arise from global supply chain shortages. Prepaids and other assets increased by $167.7 million, primarily driven by an increase in prepaid taxes caused by accelerated deductions for previously capitalized research and development expenditures, which will reduce the Company’s future income taxes paid. Accrued compensation and employee benefits decreased by $149.6 million, primarily due to payments for accrued salaries, incentive compensation, and stock purchases related to our ESPP. Accounts receivable increased by $103.2 million, primarily due to the timing of customer billings and collections. The unfavorable impact of these items on cash provided by operating activities was partially offset by an increase in other accrued liabilities of $631.8 million, primarily due to an increase in litigation accruals recorded in the third quarter of 2026, as well as higher taxes payable due to timing of payments and growth in our business.

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2026, consisted primarily of proceeds from maturities and sales of investments, net purchases of investments of $1.76 billion, partially offset by $518.6 million paid for the acquisitions of a business and intellectual property, and $329.0 million paid for purchases of property, plant, and equipment. We invest predominantly in high quality, fixed income securities. Our investment portfolio may, at any time, contain investments in money market funds, U.S. treasury and U.S. government agency securities, high-quality corporate notes and bonds, commercial paper, non-U.S. government agency securities, and taxable and tax-exempt municipal notes.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2026, consisted primarily of cash used for the repurchase of our common stock for $4.42 billion and taxes paid on behalf of employees related to net share settlements of vested employee equity awards of $378.5 million, partially offset by cash proceeds from stock option exercises and employee stock purchases of $283.8 million.

Capital Expenditures

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

Critical Accounting Estimates

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk during the nine months ended September 30, 2026, compared to the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

You should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations. The risk factor set forth below updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

RISKS RELATING TO OUR BUSINESS

THIRD PARTIES MAY OFFER TO SELL REMANUFACTURED INSTRUMENTS AND ACCESSORIES TO OUR CUSTOMERS OR PROVIDE UNAUTHORIZED SERVICE ON OUR SYSTEMS, WHICH COULD ADVERSELY IMPACT OUR FINANCIAL RESULTS, CREATE SAFETY ISSUES, AND HARM OUR REPUTATION.

A significant portion of our revenue is generated through sales of instruments and accessories. We are aware that certain regulatory authorities have granted clearance or approval for the remanufacturing of certain of these instruments for use with our da Vinci surgical systems. Third parties have offered, and may continue to offer, customers instruments and accessories that have been remanufactured and/or are unauthorized, including instruments that have been remanufactured to support the use of some of our limited-use instruments beyond their labeled useful life. These third-party instruments and accessories may be offered at lower prices and have different performance characteristics. Additionally, third parties have provided, and may continue to provide, unauthorized service and maintenance on our da Vinci surgical systems and Ion endoluminal system.

Third party offerings of our instruments and accessories or service or maintenance on our systems could potentially result in reduced revenue, increased patient safety risks, and negative publicity for us if these products cause injuries and/or do not function as intended when used, any of which could have a material adverse effect on our business, financial condition, or results of operations. In addition, we may be subject to laws that regulate or attempt to regulate the manner in which third-party instruments and accessories or third-party service providers interact with our systems, and such laws could also negatively impact our business, financial condition, or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the period covered by this report.

The table below summarizes our stock repurchase activity for the quarter ended September 30, 2026:


Fiscal Period	Total Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Purchased As Part of a Publicly Announced Program	Approximate Dollar Amount of Shares That May Yet be Purchased Under the Program (1)
July 1 to July 31, 2026	3,633,555		$	364.74		3,633,555		$	3.4	billion
August 1 to August 31, 2026	4,164,153		387.71		4,164,153		1.8	billion
September 1 to September 30, 2026	—		—		—		1.8	billion
Total during quarter ended September 30, 2026	7,797,708		377.01		7,797,708

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Plans

On August 28, 2026, Gary H. Loeb, the Company’s Chief Legal and Compliance Officer, adopted a Rule 10b5-1 trading plan. Mr. Loeb’s trading plan provides for the potential sale of up to 1,600 shares of the Company’s common stock until December 15, 2027. This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.

ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of the Company, as Amended.

10-Q

000-30713

3.1

7/23/2020

3.2

Amendment to Amended and Restated Certificate of Incorporation of the Company.

10-Q

000-30713

3.1

10/20/2021

3.3

Amended and Restated Bylaws of the Company.

8-K

000-30713

3.1

7/27/2026

10.1

Intuitive Surgical, Inc. Amended and Restated 2010 Incentive Award Plan, as amended and restated.

8-K

000-30713

10.1

5/4/2026

31.1*

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

31.2*

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

32.1**

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

32.2**

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

101.INS*

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

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Inline XBRL Taxonomy Extension Schema.

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Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase.

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Inline XBRL Taxonomy Extension Label Linkbase.

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Inline XBRL Taxonomy Extension Presentation Linkbase.

104*

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

* Filed herewith.

** Furnished herewith.

SIGNATURE

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


INTUITIVE SURGICAL, INC.

By:		/s/ JAMIE E. SAMATH
		Jamie E. Samath
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and duly authorized signatory)

Date: October 21, 2026

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