STOCK TITAN

Cognex (CGNX) EVP gets major stock awards and covers tax with shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cognex Corporation executive Sheila Marie DiPalma, EVP of Employee Services, reported several equity compensation transactions. On February 17, 2026, she received a grant of 13,557 non-qualified stock options and 13,138 restricted stock units (RSUs), both at a price of $0.00. The options vest in five approximately equal annual installments starting one year after the grant date, while the RSUs vest 20%, 30%, and 50% on the first, second, and third anniversaries.

On February 18, 2026, 3,027 RSUs were exercised and converted into common stock at $0.00, increasing her directly held common shares, and 1,022 common shares at $56.72 were withheld to satisfy tax obligations related to the vesting. After these transactions, she held 8,587 shares of common stock directly and maintained derivative holdings including RSUs and stock options as reported.

Positive

  • None.

Negative

  • None.
Insider DiPalma Sheila Marie
Role EVP, Employee Services
Type Security Shares Price Value
Exercise Restricted Stock Unit 3,027 $0.00 --
Exercise Common Stock 3,027 $0.00 --
Tax Withholding Common Stock 1,022 $56.72 $58K
Grant/Award Non-Qualified Stock Option (right to buy) 13,557 $0.00 --
Grant/Award Restricted Stock Unit 13,138 $0.00 --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
Holdings After Transaction: Restricted Stock Unit — 12,107 shares (Direct); Common Stock — 9,609 shares (Direct); Non-Qualified Stock Option (right to buy) — 13,557 shares (Direct)
Footnotes (1)
  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. 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). Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock. 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. 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.
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
Estimated average burden
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*
DiPalma Sheila Marie

(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)
EVP, Employee Services
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 3,027 A $0.0 9,609 D
Common Stock 02/18/2026 F(1) 1,022 D $56.72 8,587 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 13,557 02/17/2027(2) 02/17/2036 Common Stock 13,557 $0.0 13,557 D
Restricted Stock Unit $0.0(3) 02/18/2026 M 3,027 02/18/2026(4) 02/18/2028 Common Stock 3,027 $0.0 12,107 D
Restricted Stock Unit $0.0(3) 02/17/2026 02/18/2026 A 13,138 02/17/2027(5) 02/17/2029 Common Stock 13,138 $0.0 13,138 D
Non-Qualified Stock Option (right to buy) $33.04 02/18/2026 02/18/2035 Common Stock 41,460 41,460 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 68,541 68,541 D
Non-Qualified Stock Option (right to buy) $47.21 02/21/2024 02/21/2033 Common Stock 56,466 56,466 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 64,000 64,000 D
Non-Qualified Stock Option (right to buy) $62.48 11/01/2018 11/01/2027 Common Stock 64,000 64,000 D
Non-Qualified Stock Option (right to buy) $64.43 02/22/2023 02/22/2032 Common Stock 44,823 44,823 D
Non-Qualified Stock Option (right to buy) $65.9 10/30/2025 10/30/2030 Common Stock 100,000 100,000 D
Restricted Stock Unit $0.0 02/21/2024 02/21/2026 Common Stock 5,295 5,295 D
Restricted Stock Unit $0.0 02/20/2025 02/20/2027 Common Stock 10,142 10,142 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.
Sheila DiPalma 02/19/2026
** 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 equity awards did Cognex (CGNX) EVP Sheila DiPalma receive?

Sheila DiPalma received 13,557 non-qualified stock options and 13,138 restricted stock units (RSUs) on February 17, 2026, both at an exercise or grant price of $0.00 as part of her equity compensation.

How do the new Cognex (CGNX) stock options granted to the EVP vest?

The 13,557 stock options granted to the EVP vest in five approximately equal annual installments on the first through fifth anniversaries of the February 17, 2026 grant date, spreading realizable value over several years.

How do the new Cognex (CGNX) RSUs granted to the EVP vest?

The 13,138 RSUs vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the February 17, 2026 grant date, respectively, with each RSU representing a right to receive one common share.

What happened when Cognex (CGNX) RSUs vested on February 18, 2026?

On February 18, 2026, 3,027 RSUs vested and were converted into Cognex common stock at $0.00 per share, increasing the executive’s directly held common shares as reflected in the reported balances after the transaction.

Why were 1,022 Cognex (CGNX) shares disposed of in this Form 4?

The 1,022 common shares at $56.72 were withheld to satisfy tax withholding obligations related to the RSUs that vested on February 18, 2026, rather than an open-market sale by the executive.

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

After these transactions, Sheila DiPalma directly held 8,587 shares of Cognex common stock, according to the reported post-transaction balance for the common stock line on February 18, 2026.
Cognex Corp

NASDAQ:CGNX

View CGNX Stock Overview

CGNX Rankings

CGNX Latest News

CGNX Latest SEC Filings

CGNX Stock Data

8.24B
166.42M
Scientific & Technical Instruments
Industrial Instruments for Measurement, Display, and Control
Link
United States
NATICK