Cognex (CGNX) EVP granted options and RSUs, with tax share withholding

Rhea-AI Filing Summary

COGNEX CORP executive Carl Gerst reported multiple equity award transactions. On February 17, 2026, he received a grant of 24,854 non-qualified stock options and 24,085 restricted stock units (RSUs), each at a price of $0.00 per share.

The options vest in five approximately equal annual installments on the first through fifth anniversaries of the February 17, 2026 grant date. The RSUs granted on that date vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries, respectively. Each RSU represents a contingent right to receive one share of Cognex common stock.

On February 18, 2026, 5,570 RSUs vested and were converted into 5,570 shares of common stock. Of these, 1,766 shares were withheld at $56.72 per share to satisfy tax withholding obligations, leaving 3,804 common shares directly held afterward.

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^*

Gerst Carl

(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)
	EVP, Vision & ID Products

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		5,570	A	$0.0	5,570	D
Common Stock	02/18/2026		F(1)		1,766	D	$56.72	3,804	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		24,854		02/17/2027(2)	02/17/2036	Common Stock	24,854	$0.0	24,854	D
Restricted Stock Unit	$0.0(3)	02/18/2026		M			5,570	02/18/2026(4)	02/18/2028	Common Stock	5,570	$0.0	22,276	D
Restricted Stock Unit	$0.0(3)	02/17/2026		A		24,085		02/17/2027(5)	02/17/2029	Common Stock	24,085	$0.0	24,085	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	75,871		75,871	D
Non-Qualified Stock Option (right to buy)	$39.44							02/20/2025	02/20/2034	Common Stock	126,800		126,800	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	94,298		94,298	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	60,000		60,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$64.43							02/22/2023	02/22/2032	Common Stock	74,720		74,720	D
Non-Qualified Stock Option (right to buy)	$65.9							10/30/2025	10/30/2030	Common Stock	150,000		150,000	D
Restricted Stock Unit	$0.0							02/21/2024	02/21/2026	Common Stock	8,791		8,791	D
Restricted Stock Unit	$0.0							02/20/2025	02/20/2027	Common Stock	18,256		18,256	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.

	Carl W. Gerst	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 equity awards did Cognex (CGNX) executive Carl Gerst receive?

Carl Gerst received a grant of 24,854 non-qualified stock options and 24,085 restricted stock units (RSUs) on February 17, 2026. Both awards were granted at a price of $0.00 per share as part of his compensation package.

How do Carl Gerst’s new Cognex (CGNX) stock options vest?

The 24,854 non-qualified stock options granted to Carl Gerst vest in five approximately equal annual installments. Vesting occurs on the first, second, third, fourth, and fifth anniversaries of the grant date, which is February 17, 2026, spreading value over several years.

What is the vesting schedule for Carl Gerst’s new Cognex (CGNX) RSUs?

The 24,085 RSUs granted on February 17, 2026 vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date. Each vested RSU converts into one share of Cognex common stock upon settlement.

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

The disposition of 1,766 shares of Cognex common stock on February 18, 2026 represents shares withheld at $56.72 per share. These shares were used to satisfy tax withholding obligations related to vested RSUs, rather than an open-market sale.

How many Cognex (CGNX) common shares did Carl Gerst hold after the reported tax withholding?

After withholding 1,766 shares for taxes on February 18, 2026, Carl Gerst directly held 3,804 shares of Cognex common stock. These holdings reflect the net shares remaining from 5,570 RSUs that vested and were converted into common stock.

What does each restricted stock unit (RSU) for Cognex (CGNX) represent for Carl Gerst?

Each RSU reported for Carl Gerst represents a contingent right to receive one share of Cognex common stock. Shares are actually delivered only as the RSUs vest according to the specified multi-year schedules in the award agreements.