Willett Robert 4

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.