Cognex (CGNX) EVP reports RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Cognex Corporation executive Sheila Marie DiPalma, EVP of Employee Services, reported the vesting of restricted stock units and related tax withholding transactions. On February 20, 2026 and February 21, 2026, she acquired a total of 9,098 shares of common stock through exercises of restricted stock units, each unit converting into one share.

To cover tax withholding obligations on these vested awards, 1,117 shares on February 20, 2026 and 1,555 shares on February 21, 2026 were disposed of at $56.03 per share, as share-withholding rather than open-market sales. After these transactions, she directly owned 15,013 shares 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

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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^*

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)
02/20/2026

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		3,803	A	$0.0	12,390	D
Common Stock	02/20/2026		F(1)		1,117	D	$56.03	11,273	D
Common Stock	02/21/2026		M		5,295	A	$0.0	16,568	D
Common Stock	02/21/2026		F(2)		1,555	D	$56.03	15,013	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			5,295	02/21/2024(4)	02/21/2026	Common Stock	5,295	$0.0	0	D
Restricted Stock Unit	$0.0(3)	02/20/2026		M			3,803	02/20/2025(5)	02/20/2027	Common Stock	3,803	$0.0	6,339	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)	$57.09							02/17/2027	02/17/2036	Common Stock	13,557		13,557	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							02/18/2026	02/18/2028	Common Stock	12,107		12,107	D
Restricted Stock Unit	$0.0							02/17/2027	02/17/2029	Common Stock	13,138		13,138	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.

	Sheila DiPalma	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What did Cognex (CGNX) executive Sheila DiPalma report in this Form 4?

Sheila DiPalma reported vesting of restricted stock units and related tax-withholding share dispositions. RSUs converted into Cognex common stock, and a portion of the shares was withheld to satisfy tax obligations, resulting in updated direct ownership records.

How many Cognex (CGNX) shares did Sheila DiPalma acquire from RSU vesting?

She acquired 9,098 Cognex common shares through the exercise and conversion of restricted stock units. Two RSU awards vested on February 20 and 21, 2026, with each restricted stock unit representing a contingent right to receive one share of Cognex common stock.

Why were some Cognex (CGNX) shares disposed of in Sheila DiPalma’s Form 4?

Shares were disposed of solely to satisfy tax withholding obligations tied to the RSUs that vested on February 20 and 21, 2026. These transactions used shares withheld at a price of $56.03 per share, rather than open-market sales for investment purposes.

What is Sheila DiPalma’s Cognex (CGNX) share ownership after these transactions?

After the reported RSU vesting and tax-withholding share dispositions, Sheila DiPalma directly owns 15,013 shares of Cognex common stock. This figure reflects the net shares remaining following the automatic share withholding to cover associated tax liabilities.

How do the Cognex (CGNX) restricted stock units vest for Sheila DiPalma?

Her restricted stock units vest in tranches of approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the respective grant dates, February 21, 2023, and February 20, 2024, aligning vesting with multi-year service periods.

What type of dispositions are coded as “F” in this Cognex (CGNX) Form 4?

The “F” coded transactions represent payment of tax liabilities by delivering Cognex shares. In this case, shares were withheld from vested RSUs at $56.03 per share to cover withholding taxes, rather than being sold in ordinary market transactions.