Cognex (CGNX) EVP Sheila DiPalma Receives Awards, Exercises Options

What Happened
Sheila Marie DiPalma, Executive Vice President, Employee Services at Cognex Corporation, received equity awards and completed a conversion/exercise of derivative awards. The filing reports grants of 13,557 and 13,138 restricted stock units (total 26,695 RSUs) on Feb 17, 2026, and the exercise/conversion of 3,027 derivative shares on Feb 18, 2026. To satisfy tax withholding on vested RSUs, 1,022 shares were withheld/disposed at $56.72 per share, resulting in approximately $57,968 withheld. The exercise/conversion transactions are reported at an exercise price of $0.00 per share.

Key Details

• Transaction dates: Grants on 2026-02-17; exercise/conversion and withholding on 2026-02-18. Form 4 filed 2026-02-19 (appears timely).
• Grants: 13,557 RSUs (A) and 13,138 RSUs (A) granted 2/17/2026 (total 26,695 RSUs).
• Exercise/conversion: 3,027 derivative shares reported as acquired (M) on 2/18/2026 (reported at $0.00). A corresponding (M) disposition of 3,027 shares is also reported.
• Tax withholding: 1,022 shares disposed (F) at $56.72 for ~$57,968 to satisfy tax withholding on vested RSUs (Footnote F1).
• Shares owned after the transactions: Not disclosed in this filing.
• Relevant footnotes: F1 (shares withheld for taxes), F2 (options vest over five approximately equal annual installments starting 2/17/2026), F3 (each RSU equals one contingent share), F5 (RSU vesting schedule for 2/17/2026 grant: ~20%/30%/50% over 3 years).

Context

• These are largely grant and derivative-conversion events, not open-market purchases or market-sale decisions; the withholding/disposition is a routine tax-withholding action tied to vesting.
• The exercise/conversion reported at $0.00 likely reflects the plan mechanics (reported exercise price), while the taxable event was satisfied by withholding/sale of shares at market price ($56.72).
• No 10b5-1 plan, gift, or late filing is indicated in this Form 4; the filing date suggests timely reporting.