直觉外科 2025年度报告

(MARK ONE)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission file number 000-30713 Intuitive Surgical, Inc. (Exact name of Registrant as specified in its Charter)Delaware77-0416458(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification Number) 1020 Kifer RoadSunnyvale, California 94086(Address of principal executive offices) (Zip Code)(408) 523-2100(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Global Select Market Common Stock, par value $0.001 per share Securities registered pursuant to Section12(g) of the Act: None Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes☒No☐ Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates on June30, 2025, based upon theclosing price of Common Stock on such date as reported on The Nasdaq Global Select Market, was approximately $193.9billion. Sharesof voting stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This assumptionregarding affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the registrant’s common stock as of January28, 2026, was 355,130,237. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference to the definitive proxy statement for the Company’s Annual Meeting of Stockholders tobe held on or about April30, 2026, to be filed within 120 days of the registrant’s fiscal year ended December31, 2025. Table of Contents INTUITIVE SURGICAL, INC. INDEX PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities60Item 6.[RESERVED]61Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations62Item 7A.Quantitative and Qualitative Disclosures About Market Risk86Item 8.Financial Statements and Supplementary Data87Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure124Ite