[Form 4] Cognex Corp Insider Trading Activity

Rhea-AI Filing Summary

Sheila Marie DiPalma, Executive Vice President, Employee Services at Cognex Corporation (CGNX), reported open-market dispositions under a Rule 10b5-1 trading plan. On 09/05/2025 she sold 2,002 shares at $45.00, reducing her direct common stock holding to 8,582 shares. On 09/08/2025 she sold 2,000 shares at $45.03, reducing holdings to 6,582 shares. The filing lists substantial outstanding option and restricted stock unit positions exercisable into common stock, totaling tens of thousands of shares across multiple option grants and RSU awards.

Positive

• Dispositions executed under a Rule 10b5-1 plan indicating pre-established, compliant trading
• Reporting person retains substantial equity alignment via multiple stock options and RSUs totaling tens of thousands of underlying shares

Negative

• Insider sold 4,002 shares in two open-market transactions, modestly reducing direct share ownership

Insights

Securities Analyst

TL;DR: Insider sold small blocks under a pre-established 10b5-1 plan; holdings remain largely in equity compensation.

The reported transactions are routine dispositions executed pursuant to a 10b5-1 plan, which provides an affirmative defense to insider trading allegations. The sales amounted to 4,002 shares executed in two trades at roughly $45 per share, a modest portion of reported direct holdings. Notably, the reporting person retains sizable derivative-based exposure via multiple non-qualified stock options and restricted stock units aggregating well over 400,000 underlying shares across many grants, indicating continued alignment with company equity performance.

Corporate Governance Expert

TL;DR: Transactions appear compliant and pre-planned; no red flags in form but monitor for pattern changes.

The Form 4 explicitly states the sales were made pursuant to a Rule 10b5-1 trading plan, which suggests compliance with insider trading controls. The filing documents a mixture of vested and unvested equity awards with staggered exercisability and long expirations, typical for senior executives. There is no indication of amendments or suspicious timing in this single filing, but governance review would note continued significant incentive exposure from options and RSUs.

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^*

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)
09/05/2025

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	09/05/2025		S(1)		2,002	D	$45	8,582	D
Common Stock	09/08/2025		S(1)		2,000	D	$45.03	6,582	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)	$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)	$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							02/21/2024	02/21/2026	Common Stock	5,295		5,295	D
Restricted Stock Unit	$0.0							02/20/2025	02/20/2027	Common Stock	10,142		10,142	D
Restricted Stock Unit	$0.0							02/18/2026	02/18/2028	Common Stock	15,134		15,134	D

Explanation of Responses:

1. 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.

	Sheila DiPalma	09/08/2025
	** 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 did Sheila DiPalma report on Form 4 for CGNX?

She reported two open-market sales on 09/05/2025 (2,002 shares at $45.00) and 09/08/2025 (2,000 shares at $45.03).

Were the sales by the CGNX insider part of a trading plan?

Yes. The Form 4 states the shares were disposed of pursuant to a Rule 10b5-1 trading plan.

How many shares did DiPalma own after the reported transactions?

6,582 shares of common stock were reported as beneficially owned following the 09/08/2025 sale.

Does the filing show other equity holdings for the reporting person?

Yes. The Form lists numerous non-qualified stock options and restricted stock units exercisable into large numbers of common shares across multiple grant dates.

Do these transactions indicate unusual insider activity?

No clear unusual activity. The filing states the trades were made under a 10b5-1 plan, consistent with pre-planned dispositions.