Cognex (CGNX) CEO Matthew Moschner awarded options, RSUs and tax share withholding

Rhea-AI Filing Summary

Cognex Corporation director and CEO & President Matthew Moschner reported equity compensation transactions. On February 17, 2026, he received 58,744 non-qualified stock options and 56,928 restricted stock units, both at a grant price of $0.00. The options vest in five approximately equal annual installments starting on the first anniversary of the grant date. The restricted stock units vest in stages of approximately 20%, 30%, and 50% over three years from the grant date. On February 18, 2026, 5,085 restricted stock units converted into 5,085 shares of common stock, increasing his directly held common stock to 13,447 shares. On the same date, 1,600 shares of common stock at $56.72 per share were withheld to cover tax obligations related to the vesting RSUs, reducing directly held common stock to 11,847 shares. Each restricted stock unit represents the right to receive one share of Cognex common stock.

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

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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^*

Moschner Matthew

(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
X	Officer (give title below)		Other (specify below)
	CEO & President

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		5,085	A	$0.0	13,447	D
Common Stock	02/18/2026		F(1)		1,600	D	$56.72	11,847	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
Non-Qualified Stock Option (right to buy)	$57.09	02/17/2026		A		58,744		02/17/2027(2)	02/17/2036	Common Stock	58,744	$0.0	58,744	D
Restricted Stock Unit	$0.0(3)	02/18/2026		M			5,085	02/18/2026(4)	02/18/2028	Common Stock	5,085	$0.0	20,339	D
Restricted Stock Unit	$0.0(3)	02/17/2026		A		56,928		02/17/2027(5)	02/17/2029	Common Stock	56,928	$0.0	56,928	D
Non-Qualified Stock Option (right to buy)	$27.99							05/05/2029	05/05/2035	Common Stock	279,070		279,070	D
Non-Qualified Stock Option (right to buy)	$32.78							02/21/2029	02/21/2035	Common Stock	76,924		76,924	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	68,823		68,823	D
Non-Qualified Stock Option (right to buy)	$39.44							02/20/2025	02/20/2034	Common Stock	58,260		58,260	D
Non-Qualified Stock Option (right to buy)	$40.71							11/19/2019	11/19/2028	Common Stock	4,000		4,000	D
Non-Qualified Stock Option (right to buy)	$42.84							10/31/2021	10/31/2028	Common Stock	7,000		7,000	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	37,832		37,832	D
Non-Qualified Stock Option (right to buy)	$47.95							08/04/2026	08/04/2032	Common Stock	35,639		35,639	D
Non-Qualified Stock Option (right to buy)	$50.01							08/07/2027	08/07/2033	Common Stock	47,962		47,962	D
Non-Qualified Stock Option (right to buy)	$51.49							02/19/2020	02/19/2029	Common Stock	4,000		4,000	D
Non-Qualified Stock Option (right to buy)	$51.97							10/30/2020	10/30/2029	Common Stock	9,000		9,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	1,600		1,600	D
Non-Qualified Stock Option (right to buy)	$86.38							08/09/2025	08/09/2031	Common Stock	8,426		8,426	D
Restricted Stock Unit	$0.0							02/21/2024	02/21/2026	Common Stock	3,495		3,495	D
Restricted Stock Unit	$0.0							08/07/2024	08/07/2026	Common Stock	4,999		4,999	D
Restricted Stock Unit	$0.0							02/20/2025	02/20/2027	Common Stock	8,113		8,113	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. The options vest in five approximately equal annual installments on the first, second, third, fourth, and fifth anniversaries of the grant date (February 17, 2026).

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

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.

5. The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 17, 2026), respectively.

	Matthew Moschner	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Cognex (CGNX) report for Matthew Moschner?

Cognex reported that CEO & President Matthew Moschner received stock options and restricted stock units, plus an automatic share withholding for taxes. The activity reflects equity compensation grants and RSU vesting rather than open-market buying or selling of Cognex common stock.

How many Cognex (CGNX) stock options were granted to the CEO?

Matthew Moschner was granted 58,744 non-qualified stock options on February 17, 2026. These options vest in five approximately equal annual installments, beginning on the first anniversary of the grant date, aligning his long-term incentives with Cognex’s multi-year performance.

What restricted stock unit grants did Cognex (CGNX) make to its CEO?

Cognex granted 56,928 restricted stock units to Matthew Moschner on February 17, 2026. These RSUs vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date, with each unit representing one share of Cognex common stock.

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

The filing shows 1,600 shares of Cognex common stock were disposed of at $56.72 per share to satisfy tax withholding obligations from vested RSUs. This is recorded as a tax-withholding disposition, not a discretionary open-market sale by the CEO.

How did RSU vesting change the Cognex (CGNX) CEO’s shareholdings?

On February 18, 2026, 5,085 restricted stock units converted into 5,085 Cognex common shares, raising direct common stock holdings to 13,447 shares before tax withholding. After 1,600 shares were withheld for taxes, directly held common stock totaled 11,847 shares.

How do Cognex (CGNX) restricted stock units work for the CEO?

Each restricted stock unit gives Matthew Moschner a contingent right to one Cognex common share. Units vest over time, typically in scheduled annual tranches. When they vest, shares are delivered and some may be withheld automatically to cover associated tax obligations.