STOCK TITAN

Cognex (CGNX) VP granted RSUs and options, with shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cognex Corp VP and principal accounting officer Laura Ann Macdonald reported multiple equity transactions. On February 17, 2026, she received a grant of 7,231 non-qualified stock options and 11,211 restricted stock units (RSUs), each RSU representing the contingent right to one common share. The options vest in five approximately equal annual installments beginning on the first anniversary of the grant date, while the RSUs vest 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date.

On February 18, 2026, 2,422 RSUs vested and were converted into the same number of common shares. Of these, 711 shares, valued at $56.72 per share, were withheld to satisfy tax withholding obligations, leaving her with 3,923 directly held common shares and 9,685 RSUs. An additional 20 common shares are held indirectly by her child, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider MACDONALD LAURA ANN
Role VP and PAO
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,422 $0.00 --
Exercise Common Stock 2,422 $0.00 --
Tax Withholding Common Stock 711 $56.72 $40K
Grant/Award Non-Qualified Stock Option (right to buy) 7,231 $0.00 --
Grant/Award Restricted Stock Unit 11,211 $0.00 --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Non-Qualified Stock Option (right to buy) -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 9,685 shares (Direct); Common Stock — 4,634 shares (Direct); Non-Qualified Stock Option (right to buy) — 7,231 shares (Direct); Common Stock — 20 shares (Indirect, By Child)
Footnotes (1)
  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. Held by reporting person's child. The reporting person disclaims beneficial ownership of these securities except to the extent of her 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. 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). Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock. 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. 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.
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
Estimated average burden
hours per response: 0.5
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*
MACDONALD LAURA ANN

(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)
VP and PAO
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 2,422 A $0.0 4,634 D
Common Stock 02/18/2026 F(1) 711 D $56.72 3,923 D
Common Stock 20 I By Child(2)
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 7,231 02/17/2027(3) 02/17/2036 Common Stock 7,231 $0.0 7,231 D
Restricted Stock Unit $0.0(4) 02/18/2026 M 2,422 02/18/2026(5) 02/18/2028 Common Stock 2,422 $0.0 9,685 D
Restricted Stock Unit $0.0(4) 02/17/2026 A 11,211 02/17/2027(6) 02/17/2029 Common Stock 11,211 $0.0 11,211 D
Non-Qualified Stock Option (right to buy) $33.04 02/18/2026 02/18/2035 Common Stock 33,168 33,168 D
Non-Qualified Stock Option (right to buy) $39.44 02/20/2025 02/20/2034 Common Stock 37,698 37,698 D
Non-Qualified Stock Option (right to buy) $47.21 02/21/2024 02/21/2033 Common Stock 30,492 30,492 D
Non-Qualified Stock Option (right to buy) $48.28 05/01/2022 05/01/2029 Common Stock 10,000 10,000 D
Non-Qualified Stock Option (right to buy) $50.94 02/18/2021 02/18/2030 Common Stock 42,500 42,500 D
Non-Qualified Stock Option (right to buy) $51.49 02/19/2020 02/19/2029 Common Stock 30,000 30,000 D
Non-Qualified Stock Option (right to buy) $56.44 02/20/2019 02/20/2028 Common Stock 15,000 15,000 D
Non-Qualified Stock Option (right to buy) $64.43 02/22/2023 02/22/2032 Common Stock 23,891 23,891 D
Non-Qualified Stock Option (right to buy) $90.5 02/16/2022 02/16/2031 Common Stock 13,946 13,946 D
Restricted Stock Unit $0.0 02/21/2024 02/21/2026 Common Stock 2,754 2,754 D
Restricted Stock Unit $0.0 02/20/2025 02/20/2027 Common Stock 5,071 5,071 D
Restricted Stock Unit $0.0 03/15/2025 03/15/2027 Common Stock 982 982 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. Held by reporting person's child. The reporting person disclaims beneficial ownership of these securities except to the extent of her 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.
3. 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).
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 18, 2025), respectively.
6. 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.
Laura A. MacDonald 02/19/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did COGNEX CORP (CGNX) report for Laura Ann Macdonald?

Laura Ann Macdonald reported new equity awards and related share movements. She received grants of non-qualified stock options and restricted stock units, had 2,422 RSUs vest into common shares, and had 711 of those shares withheld to cover tax obligations associated with the vesting event.

How many Cognex (CGNX) restricted stock units and options were granted to Laura Ann Macdonald?

She was granted 7,231 non-qualified stock options and 11,211 restricted stock units. These awards increase her potential future ownership in Cognex, subject to vesting conditions and any exercise decisions for the options once they become exercisable over the stated vesting schedule.

What are the vesting terms of Laura Ann Macdonald’s new Cognex (CGNX) equity awards?

The 7,231 stock options vest in five approximately equal annual installments starting on the first anniversary of February 17, 2026. The 11,211 restricted stock units vest 20%, 30%, and 50% on the first, second, and third anniversaries of the February 17, 2026 grant date, respectively.

Why were 711 Cognex (CGNX) shares disposed of in Laura Ann Macdonald’s Form 4?

The 711 common shares were withheld to satisfy tax withholding obligations on RSUs that vested on February 18, 2026. This tax-related disposition, at a price of $56.72 per share, does not represent an open-market sale but an automatic withholding to cover required taxes.

How many Cognex (CGNX) shares and RSUs does Laura Ann Macdonald hold after these transactions?

After the reported transactions, she directly holds 3,923 shares of Cognex common stock and 9,685 restricted stock units. Additionally, 20 common shares are held indirectly by her child, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.

What does each Cognex (CGNX) restricted stock unit represent for Laura Ann Macdonald?

Each restricted stock unit represents a contingent right to receive one share of Cognex common stock. Actual share delivery depends on the RSUs satisfying their vesting schedules over time, after which they convert into common shares that may be subject to applicable tax withholding.