Cognex (CGNX) CFO awarded options, RSUs and covers tax withholding

Rhea-AI Filing Summary

Cognex Corporation senior vice president and chief financial officer Dennis Fehr reported several equity compensation movements. On February 17, 2026, he was granted 25,306 non-qualified stock options and 24,523 restricted stock units, both at a price of $0.00 per unit. The options vest in five approximately equal annual installments beginning one year after the grant date, while the restricted stock units vest 20%, 30%, and 50% over three years.

On February 18, 2026, 5,085 restricted stock units were converted into the same number of common shares, and 1,618 common shares were disposed of to satisfy tax withholding obligations at $56.72 per share. Following these transactions, Fehr directly owned 14,196 common shares and held 20,339 restricted stock units, along with substantial option holdings.

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^*

Fehr Dennis

(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)
	SVP, Chief Financial Officer

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		5,085	A	$0.0	14,196	D
Common Stock	02/18/2026		F(1)		1,618	D	$56.72	12,578	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		25,306		02/17/2027(2)	02/17/2036	Common Stock	25,306	$0.0	25,306	D
Restricted Stock Unit	$0.0(3)	02/18/2026		M			5,085	02/18/2026(4)	02/18/2028	Common Stock	5,085	$0.0	20,339	D
Restricted Stock Unit	$0.0(3)	02/17/2026		A		24,523		02/17/2027(5)	02/17/2029	Common Stock	24,523	$0.0	24,523	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	68,823		68,823	D
Non-Qualified Stock Option (right to buy)	$44.49							05/06/2028	05/06/2034	Common Stock	92,092		92,092	D
Restricted Stock Unit	$0.0							05/06/2025	05/06/2027	Common Stock	14,385		14,385	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.

	Dennis Fehr	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.
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FAQ

What equity awards did Cognex (CGNX) CFO Dennis Fehr receive?

Dennis Fehr received a grant of 25,306 non-qualified stock options and 24,523 restricted stock units on February 17, 2026. Both awards have a zero exercise or purchase price and vest over multi-year schedules tied to the grant date anniversaries.

How do Dennis Fehr’s new Cognex stock options vest?

The 25,306 non-qualified stock options granted to Dennis Fehr vest in five approximately equal annual installments. Vesting occurs on the first, second, third, fourth, and fifth anniversaries of the February 17, 2026 grant date, subject to continued eligibility conditions.

What is the vesting schedule for Dennis Fehr’s Cognex restricted stock units?

Fehr’s restricted stock units vest in stages: about 20% on the first anniversary, 30% on the second, and 50% on the third. One schedule applies to awards granted February 18, 2025, and another to awards granted February 17, 2026.

Why did Dennis Fehr dispose of Cognex common shares in February 2026?

The 1,618 Cognex common shares were withheld to cover tax withholding obligations related to restricted stock units that vested on February 18, 2026. This is reported as a disposition for tax purposes, not as an open-market sale of shares.

How many Cognex common shares does Dennis Fehr own after these transactions?

After the reported transactions, Dennis Fehr directly owned 14,196 Cognex common shares. He also held 20,339 restricted stock units and significant non-qualified stock option positions, reflecting both prior holdings and the newly granted awards.

What does one Cognex restricted stock unit represent for Dennis Fehr?

Each restricted stock unit represents a contingent right to receive one share of Cognex common stock. Actual delivery of shares depends on meeting the specified vesting conditions over the one-, two-, and three-year anniversaries of the applicable grant dates.