CGNX Form 4: Laura MacDonald Sells Shares Under 10b5-1 Plan, Lists Option Holdings

Rhea-AI Filing Summary

Laura A. MacDonald, Vice President and Principal Accounting Officer of Cognex Corporation (CGNX), reported transactions on Form 4 showing an open-market sale and her remaining holdings. On 09/05/2025 she sold 2,666 shares of Cognex common stock at $45 per share pursuant to a Rule 10b5-1 trading plan. After that sale she directly owned 4,593 shares. She also reports 20 shares held by her child, which she disclaims beneficial ownership of except for pecuniary interest.

The filing lists detailed equity compensation holdings: multiple outstanding non-qualified stock options totaling 238,695 underlying shares and restricted stock units totaling 33,914 shares (by schedule), with various exercise prices and expiration dates.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction followed a pre-established trading arrangement
• Comprehensive disclosure of equity awards (options and RSUs) provides transparency on insider holdings and potential future dilution

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale under a 10b5-1 plan; no new material disclosures beyond holdings and a small open-market sale.

The report documents a planned open-market disposition of 2,666 shares at $45 on 09/05/2025 under a Rule 10b5-1 plan, indicating the sale followed a pre-established trading arrangement rather than an ad-hoc decision. The filing provides a consolidated view of MacDonald's equity compensation: numerous non-qualified stock options across vintages and RSUs with staggered vesting/exercise windows. For investors, this is a transparency item on insider liquidity and option exposure but does not itself disclose company operational changes or material corporate events.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing adherence to Rule 10b5-1 and clear beneficial ownership disclosures.

The Form 4 specifies that the sale was executed pursuant to a Rule 10b5-1 trading plan, a common governance mechanism to provide affirmative defense against insider trading claims. The reporting person properly disclaims beneficial ownership of shares held by a child while listing direct and derivative holdings. The detailed option and RSU schedules help stakeholders assess potential future dilution from exercisable awards but do not indicate any governance changes or departures.

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^*

MACDONALD LAURA ANN

(Last) (First) (Middle)

1 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)
	VP and PAO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S(1)		2,666	D	$45	4,593	D
Common Stock								20	I	By Child(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)	$33.04							02/18/2026	02/18/2035	Common Stock	33,168		33,168	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	37,698		37,698	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	30,492		30,492	D
Non-Qualified Stock Option (right to buy)	$48.28							05/01/2022	05/01/2029	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (right to buy)	$50.94							02/18/2021	02/18/2030	Common Stock	42,500		42,500	D
Non-Qualified Stock Option (right to buy)	$51.49							02/19/2020	02/19/2029	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	15,000		15,000	D
Non-Qualified Stock Option (right to buy)	$64.43							02/22/2023	02/22/2032	Common Stock	23,891		23,891	D
Non-Qualified Stock Option (right to buy)	$90.5							02/16/2022	02/16/2031	Common Stock	13,946		13,946	D
Restricted Stock Unit	$0.0							02/21/2024	02/21/2026	Common Stock	2,754		2,754	D
Restricted Stock Unit	$0.0							02/20/2025	02/20/2027	Common Stock	5,071		5,071	D
Restricted Stock Unit	$0.0							03/15/2025	03/15/2027	Common Stock	982		982	D
Restricted Stock Unit	$0.0							02/18/2026	02/18/2028	Common Stock	12,107		12,107	D

Explanation of Responses:

1. These shares were disposed of in an open market sale 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. Held by reporting person's child. The reporting person disclaims beneficial ownership of these securities except to the extent of her 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.

	Laura A. MacDonald	09/08/2025
	** 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).
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 did Laura A. MacDonald report on Form 4 for CGNX?

She reported an open-market sale of 2,666 shares at $45 per share on 09/05/2025 and listed her remaining direct ownership of 4,593 shares plus other derivative holdings.

Was the sale by the Cognex insider part of a trading plan?

Yes. The filing states the shares were disposed of pursuant to a Rule 10b5-1 trading plan.

How many stock options and RSUs does the reporting person hold?

The Form 4 lists multiple non-qualified stock options totaling 238,695 underlying shares (sum of listed option amounts) and restricted stock units totaling 33,914 shares across specified grant dates.

Does Laura MacDonald claim beneficial ownership of shares held by a family member?

No. The filing discloses 20 shares held by her child and states she disclaims beneficial ownership except to the extent of any pecuniary interest.

Are there any indications of departures or governance changes in this Form 4?

No. The filing documents a routine insider sale and equity holdings and does not disclose any resignations, appointments, or governance changes.