Cognex (NASDAQ: CGNX) CTO details RSU grant, vesting and tax shares

Rhea-AI Filing Summary

Cognex Corporation’s Chief Technology Officer, Joerg Kuechen, reported several equity-related transactions. On February 18, 2026, 4,056 restricted stock units were converted into an equal number of common shares at $0.00 per share, and 1,327 of those shares were disposed of at $56.72 per share to cover tax withholding obligations rather than through an open‑market sale. After these transactions, he directly held 2,729 shares of common stock. On February 17, 2026, he also received a direct grant of 8,759 new restricted stock units, which vest 100% on the second anniversary of the grant date. Additional non‑qualified stock options and restricted stock units are listed as existing holdings, reflecting his broader long‑term incentive position.

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

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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^*

Kuechen Joerg

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/18/2026		M		4,056	A	$0.0	4,056	D
Common Stock	02/18/2026		F(1)		1,327	D	$56.72	2,729	D

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
Restricted Stock Unit	$0.0(2)	02/17/2026		A		8,759		02/17/2028(3)	02/17/2028	Common Stock	8,759	$0.0	8,759	D
Restricted Stock Unit	$0.0(2)	02/18/2026		M			4,056	02/18/2026(4)	02/18/2028	Common Stock	4,056	$0.0	16,223	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	55,141		55,141	D
Non-Qualified Stock Option (right to buy)	$38.39							02/21/2018	02/21/2027	Common Stock	12,500		12,500	D
Non-Qualified Stock Option (right to buy)	$39.44							02/20/2025	02/20/2034	Common Stock	89,103		89,103	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	67,759		67,759	D
Non-Qualified Stock Option (right to buy)	$47.95							08/04/2026	08/04/2032	Common Stock	39,894		39,894	D
Non-Qualified Stock Option (right to buy)	$50.94							02/18/2021	02/18/2030	Common Stock	80,000		80,000	D
Non-Qualified Stock Option (right to buy)	$51.49							02/19/2020	02/19/2029	Common Stock	45,000		45,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$64.43							02/22/2023	02/22/2032	Common Stock	49,530		49,530	D
Non-Qualified Stock Option (right to buy)	$90.5							02/16/2022	02/16/2031	Common Stock	29,486		29,486	D
Restricted Stock Unit	$0.0							02/21/2024	02/21/2026	Common Stock	6,355		6,355	D
Restricted Stock Unit	$0.0							02/20/2025	02/20/2027	Common Stock	14,199		14,199	D

Explanation of Responses:

1. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 18, 2026 and are reported herein.

2. Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.

3. The restricted stock units vest 100% on the second anniversary of the grant date (February 17, 2026).

4. The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 18, 2025), respectively.

	Joerg Kuechen	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Cognex (CGNX) CTO Joerg Kuechen report?

Joerg Kuechen reported RSU vesting, a related tax-withholding share disposition, and a new RSU grant. 4,056 restricted stock units converted into shares, 1,327 shares were withheld for taxes, and 8,759 new RSUs were granted as equity compensation.

Did the Cognex (CGNX) CTO sell shares in the open market?

The filing shows a share disposition for tax withholding, not an open-market sale. 1,327 shares of Cognex common stock were surrendered at $56.72 per share to satisfy tax obligations on vested restricted stock units.

How many Cognex (CGNX) restricted stock units vested for the CTO?

4,056 restricted stock units vested and were converted into an equal number of Cognex common shares. Each unit represented a contingent right to receive one share, and these units vested according to the previously disclosed vesting schedule.

What new equity award did the Cognex (CGNX) CTO receive?

Joerg Kuechen received a grant of 8,759 restricted stock units on February 17, 2026. These RSUs vest 100% on the second anniversary of the grant date, aligning his compensation with longer-term Cognex share performance.

How many Cognex (CGNX) shares does the CTO hold after these transactions?

After the February 18, 2026 transactions, Joerg Kuechen directly held 2,729 shares of Cognex common stock. This figure reflects the RSU conversion into shares and the portion of shares withheld to meet related tax obligations.

What do the Cognex (CGNX) Form 4 footnotes say about the RSUs?

The footnotes state each restricted stock unit equals one Cognex share and describe vesting schedules. Some units vest in stages of approximately 20%, 30%, and 50 over three years, while the new 8,759-unit grant vests entirely on the second anniversary.