Willett Robert 4
4 · COGNEX CORP · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Cognex (CGNX) Director Robert Willett Receives Award, Withholds Shares
What Happened Robert Willett, a director of Cognex Corporation (CGNX), had 14,165 restricted stock units (RSUs) convert to common shares on February 18, 2026. To cover tax withholding, 6,849 of those shares were surrendered/withheld at an implied value of $56.72 per share for a total tax-withholding value of $388,475. Net shares received (after withholding) were 7,316. The conversion entries are reported as derivative exercises (code M) and the withholding is reported as a disposition for tax purposes (code F).
Key Details
- Transaction date: February 18, 2026; Form 4 filed February 19, 2026 (timely).
- Conversion: 14,165 RSUs converted to 14,165 shares (reported at $0.00 per share for the conversion).
- Withholding: 6,849 shares withheld/disposed to satisfy tax obligations at $56.72/share = $388,475.
- Net shares retained from the vesting: 7,316.
- Notable footnotes:
- F1: Willett is trustee and beneficiary of the Willett Parkhill Investment Trust and disclaims beneficial ownership except for pecuniary interest.
- F2: The disposition (6,849 shares) represents shares withheld to satisfy tax withholding on the RSUs that vested.
- F3: RSU vesting schedule noted (20%/30%/50% over three anniversaries from Feb 18, 2025).
- Filing appears timely (filed the day after the vesting).
Context
- This was a standard RSU vesting event (award conversion), not an open-market purchase or sale intended as a trading signal. The shares withheld to satisfy taxes are a routine cashless withholding mechanism common with equity compensation. The derivative (M) entries reflect the RSUs converting into common stock; the withholding (F) reflects the company retaining shares to cover tax obligations.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-18+14,165→ 29,969 total(indirect: By Trust) - Tax Payment
Common Stock
[F2][F1]2026-02-18$56.72/sh−6,849$388,475→ 23,120 total(indirect: By Trust) - Exercise/Conversion
Restricted Stock Unit
[F3]2026-02-18−14,165→ 56,659 totalExercise: $0.00From: 2026-02-18Exp: 2028-02-18→ Common Stock (14,165 underlying)
- 193,201
Non-Qualified Stock Option (right to buy)
Exercise: $33.04From: 2026-02-18Exp: 2035-02-18→ Common Stock (193,201 underlying) - 292,246
Non-Qualified Stock Option (right to buy)
Exercise: $39.44From: 2025-02-20Exp: 2034-02-20→ Common Stock (292,246 underlying) - 233,484
Non-Qualified Stock Option (right to buy)
Exercise: $47.21From: 2024-02-21Exp: 2033-02-21→ Common Stock (233,484 underlying) - 180,000
Non-Qualified Stock Option (right to buy)
Exercise: $50.94From: 2021-02-18Exp: 2030-02-18→ Common Stock (180,000 underlying) - 180,000
Non-Qualified Stock Option (right to buy)
Exercise: $51.49From: 2020-02-19Exp: 2029-02-19→ Common Stock (180,000 underlying) - 90,000
Non-Qualified Stock Option (right to buy)
Exercise: $56.44From: 2019-02-20Exp: 2028-02-20→ Common Stock (90,000 underlying) - 185,254
Non-Qualified Stock Option (right to buy)
Exercise: $64.43From: 2023-02-22Exp: 2032-02-22→ Common Stock (185,254 underlying) - 123,521
Non-Qualified Stock Option (right to buy)
Exercise: $90.50From: 2022-02-16Exp: 2031-02-16→ Common Stock (123,521 underlying)
Footnotes (3)
- [F1]The reporting person is a trustee and beneficiary of Willett Parkhill Investment Trust dated August 2, 2010. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.
- [F2]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.
- [F3]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.