CGNX Form 4: Moschner RSU vesting and tax-withheld shares disclosed

Rhea-AI Filing Summary

Matthew Moschner, CEO & President and a director of Cognex Corporation (CGNX), reported equity activity tied to restricted stock units that vested on 08/07/2025. A grant of 3,000 restricted stock units vested on that date, and 881 shares were withheld to satisfy tax-withholding obligations at a reported price of $41.36 per share. The Form 4 shows each RSU converts to one share and explains the vesting schedule for the grant (approximately 20%, 30% and 50% on the first three anniversaries of the grant date). The filing also details the reporting person’s outstanding stock option positions and other RSU balances, including a large option block of 279,070 options at a $27.99 strike, documenting the executive’s continuing equity holdings in the company.

Positive

• 3,000 restricted stock units vested on 08/07/2025, each contingent right to receive one share
• 881 shares withheld for tax withholding related to the vested RSUs at a reported price of $41.36
• Comprehensive reporting of outstanding equity awards and options, including 279,070 options at a $27.99 strike

Negative

• None.

Insights

Financial Analyst

TL;DR Routine RSU vesting for the CEO; shares were withheld for taxes and the filing lists extensive outstanding options.

The Form 4 reports a standard equity compensation event: 3,000 RSUs vested on 08/07/2025 and 881 shares were withheld for tax at $41.36. This does not indicate a discretionary sale or purchase of additional shares by the executive; rather it documents vesting and tax withholding mechanics. The filing also enumerates many outstanding options across strike prices and expirations, including 279,070 options at $27.99, which are material to understanding potential future dilution and executive incentive alignment.

Corporate Governance Expert

TL;DR Disclosure aligns with Section 16 reporting requirements and shows compensation conversion into equity with tax withholding.

The submission identifies Mr. Moschner as both CEO & President and a director and discloses the vesting of performance/award RSUs and associated tax-withholding dispositions. The form explains the RSU-to-share conversion and the vesting schedule, fulfilling transparency expectations for insider compensation events. The detailed listing of outstanding options and RSUs provides investors documented visibility into the executive’s equity instruments and potential future share issuance.

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^*

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)
08/07/2025

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	08/07/2025		M		3,000	A	$0.0	9,243	D
Common Stock	08/07/2025		F(1)		881	D	$41.36	8,362	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)	08/07/2025		M			3,000	08/07/2024(3)	08/07/2026	Common Stock	3,000	$0.0	4,999	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							02/20/2025	02/20/2027	Common Stock	8,113		8,113	D
Restricted Stock Unit	$0.0							02/18/2026	02/18/2028	Common Stock	25,424		25,424	D

Explanation of Responses:

1. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on August 7, 2025, 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 approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (August 7, 2023), respectively.

	Matthew Moschner	08/11/2025
	** 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).
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FAQ

What insider transaction did Matthew Moschner report on Form 4 for CGNX?

He reported that 3,000 restricted stock units vested on 08/07/2025 and that 881 shares were withheld to satisfy tax withholding at $41.36 per share.

How many shares were withheld for taxes on the vested RSUs?

881 shares were withheld for tax purposes at a reported price of $41.36 per share.

What does each restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Cognex common stock, as stated in the filing.

What executive roles does Matthew Moschner hold according to the Form 4?

The Form 4 lists Matthew Moschner as CEO & President and as a Director of Cognex.

What notable outstanding option holdings are disclosed?

The filing lists multiple option grants, notably 279,070 options at a $27.99 strike, along with other option blocks at various strikes and expirations.