Cognex (CGNX) EVP Carl Gerst nets open‑market sale of 14,336 shares

Rhea-AI Filing Summary

Cognex EVP Carl Gerst reported a series of stock transactions involving Cognex common shares and restricted stock units. On February 20, 2026, he exercised restricted stock units into 6,846 common shares and another 6,846 common shares, then had 2,010 shares withheld to cover tax obligations and sold 3,804 shares in open‑market trades at about $55.99 per share. On February 21, 2026, additional restricted stock units converted into 8,791 common shares, with 3,095 shares withheld for taxes. On February 23, 2026, he sold 10,532 common shares in open‑market transactions at an average price of about $55.93 per share under a Rule 10b5‑1 trading plan. After these trades, his reported direct common‑stock holdings were 0 shares, while the filing notes outstanding restricted stock units that vest 20%, 30%, and 50% on the first, second, and third anniversaries of the 2023 and 2024 grant dates.

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, Global Sales and Products

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		6,846	A	$0.0	10,650	D
Common Stock	02/20/2026		F(1)		2,010	D	$56.03	8,640	D
Common Stock	02/20/2026		S(2)		3,804	D	$55.9883	4,836	D
Common Stock	02/21/2026		M		8,791	A	$0.0	13,627	D
Common Stock	02/21/2026		F(3)		3,095	D	$56.03	10,532	D
Common Stock	02/23/2026		S(2)		10,532	D	$55.9288	0	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(4)	02/21/2026		M			8,791	02/21/2024(5)	02/21/2026	Common Stock	8,791	$0.0	0	D
Restricted Stock Unit	$0.0(4)	02/20/2026		M			6,846	02/20/2025(6)	02/20/2027	Common Stock	6,846	$0.0	11,410	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)	$57.09							02/17/2027	02/17/2036	Common Stock	24,854		24,854	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							02/18/2026	02/18/2028	Common Stock	22,276		22,276	D
Restricted Stock Unit	$0.0							02/17/2027	02/17/2029	Common Stock	24,085		24,085	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. 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.

3. 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.

4. Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.

5. 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.

6. 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.

	Carl W. Gerst	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).
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FAQ

What insider transactions did Cognex (CGNX) executive Carl Gerst report?

Carl Gerst reported multiple Cognex stock transactions, including sales and RSU vesting. He exercised restricted stock units into common shares, had shares withheld for taxes, and completed open‑market sales totaling 14,336 shares at prices around $56 per share over several days.

How many Cognex (CGNX) shares did Carl Gerst sell in the latest Form 4?

Carl Gerst sold 14,336 Cognex common shares in open‑market transactions. This includes 3,804 shares sold on February 20, 2026, at about $55.99 and 10,532 shares sold on February 23, 2026, at about $55.93, all under a disclosed Rule 10b5‑1 trading plan.

Were Carl Gerst’s Cognex (CGNX) share sales under a Rule 10b5-1 plan?

Yes, part of Carl Gerst’s Cognex share sales were executed under a Rule 10b5‑1 plan. The filing states that the open‑market dispositions were made pursuant to a pre‑adopted trading plan under Rule 10b5‑1, indicating a prearranged selling program.

What Cognex (CGNX) restricted stock units vested for Carl Gerst?

Restricted stock units for Carl Gerst vested on February 20 and 21, 2026. Each restricted stock unit converts into one share of Cognex common stock. The RSUs stem from 2023 and 2024 grants that vest 20%, 30%, and 50% on the first three anniversaries of the grant dates.

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

Shares were withheld to satisfy tax withholding obligations on vested RSUs. The filing notes dispositions representing shares withheld on February 20 and 21, 2026, specifically to cover tax liabilities arising from restricted stock units that vested on those dates.

What was Carl Gerst’s Cognex (CGNX) direct common‑stock holding after these transactions?

After the reported transactions, Carl Gerst’s direct Cognex common‑stock holding was 0 shares. The Form 4 shows a total of 0 common shares owned directly following the final sale, while separate derivative holdings and restricted stock units remain outstanding.