Form 4: CGNX Executive Disposes 4,002 Shares Under 10b5-1 Plan
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 2,000 | $45.03 | $90K |
| Sale | Common Stock | 2,002 | $45.00 | $90K |
| 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 | -- | -- | -- |
Footnotes (1)
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