Cognex (CGNX) director sells 2,148 shares from option exercise

Rhea-AI Filing Summary

Cognex Corp director Robert Willett exercised stock options and sold the resulting shares in a same-day transaction. On 02/13/2026 he exercised 2,148 non-qualified stock options at $39.44 per share, receiving 2,148 shares of common stock, then sold those 2,148 shares at an average price of $59.5011 per share under a Rule 10b5-1 trading plan. Following these transactions he reported no directly held common shares, while continuing to hold multiple option grants and restricted stock units, plus 15,804 common shares held indirectly through the Willett Parkhill Investment Trust, where he is trustee and beneficiary and disclaims beneficial ownership beyond his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Willett Robert

(Last) (First) (Middle)

ONE VISION DRIVE

(Street)

NATICK MA 01760

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [ CGNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		M(1)		2,148	A	$39.44	2,148	D
Common Stock	02/13/2026		S(1)		2,148	D	$59.5011	0	D
Common Stock								15,804	I	by Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$39.44	02/13/2026		M(1)			2,148	02/20/2025	02/20/2034	Common Stock	2,148	$0.0	292,246	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	193,201		193,201	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	233,484		233,484	D
Non-Qualified Stock Option (right to buy)	$50.94							02/18/2021	02/18/2030	Common Stock	180,000		180,000	D
Non-Qualified Stock Option (right to buy)	$51.49							02/19/2020	02/19/2029	Common Stock	180,000		180,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	90,000		90,000	D
Non-Qualified Stock Option (right to buy)	$64.43							02/22/2023	02/22/2032	Common Stock	185,254		185,254	D
Non-Qualified Stock Option (right to buy)	$90.5							02/16/2022	02/16/2031	Common Stock	123,521		123,521	D
Restricted Stock Unit	$0.0							02/18/2026	02/18/2028	Common Stock	70,824		70,824	D

Explanation of Responses:

1. These stock option exercises were effected pursuant to a trading plan adopted by the reporting person in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

2. The reporting person is a trustee and beneficiary of Willett Parkhill Investment Trust dated August 2, 2010. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

	Robert Willett	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Cognex (CGNX) director Robert Willett report?

Director Robert Willett reported exercising 2,148 Cognex stock options and selling the resulting 2,148 common shares. The options were exercised at $39.44 per share, and the shares were sold at an average price of $59.5011 per share on February 13, 2026.

Was Robert Willett’s Cognex stock sale under a Rule 10b5-1 plan?

Yes. The filing states the stock option exercises were effected under a trading plan adopted in accordance with Rule 10b5-1. Such plans allow insiders to pre-arrange trades, helping separate personal trading decisions from access to nonpublic company information.

How many Cognex shares did Robert Willett hold directly after the reported transactions?

After exercising and selling 2,148 Cognex shares, Robert Willett reported holding zero common shares directly. He still reported significant directly held non-qualified stock options and restricted stock units, which represent rights to acquire additional Cognex common stock in the future.

What indirect Cognex share ownership does Robert Willett report through a trust?

The filing shows 15,804 Cognex common shares held indirectly through the Willett Parkhill Investment Trust. Willett is trustee and beneficiary, but he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the trust’s holdings.

What Cognex derivative awards does Robert Willett hold after this Form 4?

After the reported transactions, Willett holds several non-qualified stock option grants and restricted stock units. Reported option positions include 292,246, 193,201, 233,484, 180,000, 180,000, 90,000, 185,254 and 123,521 options, plus 70,824 restricted stock units, all directly owned.

Did Robert Willett buy or sell Cognex shares in the open market?

Willett sold 2,148 Cognex common shares in an open-market or private transaction coded as “S.” These shares came from exercising 2,148 non-qualified stock options earlier the same day, rather than from a separate, pre-existing shareholding position.