Cognex (NASDAQ: CGNX) CEO exercises RSUs, withholds shares to cover taxes

Rhea-AI Filing Summary

Cognex Corporation CEO & President Matthew Moschner reported equity compensation activity involving restricted stock units and related tax withholding. On February 20 and 21, 2026, restricted stock units covering 3,042 and 3,495 shares were exercised into an equal number of Cognex common shares at $0.00 per share.

To satisfy tax withholding obligations on these vesting awards, 893 and 1,026 common shares were automatically withheld at a price of $56.03 per share, as described in the footnotes. After these transactions, Moschner held 16,465 shares of Cognex common stock directly, along with multiple outstanding non-qualified stock options and additional restricted stock units.

Insights

Equity compensation analyst

Routine vesting of RSUs with tax withholding; no open-market trades.

The transactions show Matthew Moschner converting restricted stock units into Cognex common stock and having a portion of those shares withheld to cover tax obligations. Code M entries reflect derivative exercises at $0.00 per share, typical for RSU vesting.

Code F entries at $56.03 per share are explicitly described as shares withheld for taxes, not discretionary sales. The Form 4 also lists sizeable outstanding non-qualified stock options and additional restricted stock units, but these rows simply update current holdings rather than signaling new market transactions.

Overall, the filing documents standard executive equity compensation mechanics rather than directional buying or selling in the open market. Its informational value lies in clarifying Moschner’s current direct ownership of 16,465 common shares and his remaining option and RSU awards for future potential equity delivery.

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
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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)
02/20/2026

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	02/20/2026		M		3,042	A	$0.0	14,889	D
Common Stock	02/20/2026		F(1)		893	D	$56.03	13,996	D
Common Stock	02/21/2026		M		3,495	A	$0.0	17,491	D
Common Stock	02/21/2026		F(2)		1,026	D	$56.03	16,465	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(3)	02/21/2026		M			3,495	02/21/2024(4)	02/21/2026	Common Stock	3,495	$0.0	0	D
Restricted Stock Unit	$0.0(3)	02/20/2026		M			3,042	02/20/2025(5)	02/20/2027	Common Stock	3,042	$0.0	5,071	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)	$57.09							02/17/2027	02/17/2036	Common Stock	58,744		58,744	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							08/07/2024	08/07/2026	Common Stock	4,999		4,999	D
Restricted Stock Unit	$0.0							02/18/2026	02/18/2028	Common Stock	20,339		20,339	D
Restricted Stock Unit	$0.0							02/17/2027	02/17/2029	Common Stock	56,928		56,928	D

Explanation of Responses:

1. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 20, 2026 and are reported herein.

2. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 21, 2026 and are reported herein.

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 21, 2023), respectively.

5. The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 20, 2024), respectively.

	Matthew Moschner	02/24/2026
	** 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.
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FAQ

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

Matthew Moschner reported RSU vesting and related tax withholding, not open-market trades. RSUs for 3,042 and 3,495 shares converted into common stock, with 893 and 1,026 shares withheld to cover tax obligations at $56.03 per share.

Did the Cognex (CGNX) CEO buy or sell shares on the open market?

The filing does not show open-market purchases or sales. It records RSUs converting into common shares and shares withheld to satisfy tax withholding obligations, which is an automatic equity compensation process rather than a discretionary market trade.

How many Cognex (CGNX) shares does the CEO own after these Form 4 transactions?

After the reported transactions, Matthew Moschner directly owns 16,465 shares of Cognex common stock. The Form 4 also lists multiple non-qualified stock options and restricted stock units outstanding, reflecting additional potential future share delivery under equity plans.

What prices were used for the Cognex (CGNX) CEO’s Form 4 transactions?

The RSU conversions into Cognex common stock were reported at $0.00 per share, consistent with RSUs. Shares withheld for tax obligations were valued at $56.03 per share, according to the entries coded as F for tax-withholding dispositions.

What do the tax-withholding dispositions mean in the Cognex (CGNX) Form 4?

The F-coded dispositions represent shares withheld to pay taxes on vested RSUs. Footnotes explain the withheld Cognex shares on February 20 and 21, 2026 satisfied tax obligations, rather than being sold voluntarily in the market by the CEO.

How do the Cognex (CGNX) CEO’s restricted stock units vest over time?

Footnotes state certain RSU awards vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of their grant dates. The grants referenced were dated February 21, 2023 and February 20, 2024, creating multi-year vesting schedules for Moschner’s equity compensation.