Cognex (NASDAQ: CGNX) director’s RSUs vest; shares withheld for tax

Rhea-AI Filing Summary

COGNEX CORP director Robert Willett reported equity award activity tied to restricted stock units that vested on February 18, 2026. A total of 14,165 restricted stock units were converted into common shares at no cost and are held indirectly by the Willett Parkhill Investment Trust, where he is trustee and beneficiary and disclaims beneficial ownership beyond his economic interest.

To cover tax obligations on this vesting, the trust disposed of 6,849 common shares at $56.72 per share through share withholding rather than an open-market sale. The underlying RSU grant vests in tranches of approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the February 18, 2025 grant date.

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^*

Willett Robert

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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		14,165	A	$0.0	29,969	I	by Trust(1)
Common Stock	02/18/2026		F(2)		6,849	D	$56.72	23,120	I	by Trust(1)

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	02/18/2026		M			14,165	02/18/2026(3)	02/18/2028	Common Stock	14,165	$0.0	56,659	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	193,201		193,201	D
Non-Qualified Stock Option (right to buy)	$39.44							02/20/2025	02/20/2034	Common Stock	292,246		292,246	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	233,484		233,484	D
Non-Qualified Stock Option (right to buy)	$50.94							02/18/2021	02/18/2030	Common Stock	180,000		180,000	D
Non-Qualified Stock Option (right to buy)	$51.49							02/19/2020	02/19/2029	Common Stock	180,000		180,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	90,000		90,000	D
Non-Qualified Stock Option (right to buy)	$64.43							02/22/2023	02/22/2032	Common Stock	185,254		185,254	D
Non-Qualified Stock Option (right to buy)	$90.5							02/16/2022	02/16/2031	Common Stock	123,521		123,521	D

Explanation of Responses:

1. The reporting person is a trustee and beneficiary of Willett Parkhill Investment Trust dated August 2, 2010. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.

2. 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.

3. 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.

	Robert Willett	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did COGNEX (CGNX) director Robert Willett report?

Robert Willett reported RSU-related activity, including conversion of 14,165 restricted stock units into common shares and a 6,849-share disposition to satisfy tax withholding. These transactions were linked to awards vesting on February 18, 2026, not to open-market purchases or sales.

How many Cognex (CGNX) RSUs vested for director Robert Willett?

On February 18, 2026, 14,165 restricted stock units held for Robert Willett vested and were converted into Cognex common shares at no exercise cost. The resulting shares are held indirectly by the Willett Parkhill Investment Trust, where he is trustee and beneficiary.

Why did the Willett Parkhill Investment Trust dispose of Cognex (CGNX) shares?

The Willett Parkhill Investment Trust disposed of 6,849 Cognex shares at $56.72 per share to satisfy tax withholding obligations on RSUs that vested on February 18, 2026. This was a tax-withholding transaction, not an ordinary open-market share sale.

How are Robert Willett’s Cognex (CGNX) shares held and reported?

Some Cognex shares related to Robert Willett’s awards are held indirectly by the Willett Parkhill Investment Trust. He is trustee and beneficiary but disclaims beneficial ownership beyond his pecuniary interest, meaning the trust is treated as the primary holder for reporting purposes.

What is the vesting schedule of Robert Willett’s Cognex (CGNX) RSUs?

The restricted stock units granted to Robert Willett on February 18, 2025 vest in stages: approximately 20% on the first anniversary, 30% on the second anniversary, and 50% on the third anniversary, creating a three-year graded vesting pattern for these equity awards.

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

The reported activity reflects RSU conversion and tax withholding, not open-market buying or selling. Shares were issued upon vesting and some were withheld to cover tax obligations, with no separate market trade disclosed in this insider report.