DiPalma Sheila Marie 4
4 · COGNEX CORP · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
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.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-18+3,027→ 9,609 total - Tax Payment
Common Stock
[F1]2026-02-18$56.72/sh−1,022$57,968→ 8,587 total - Award
Non-Qualified Stock Option (right to buy)
[F2]2026-02-17+13,557→ 13,557 totalExercise: $57.09From: 2027-02-17Exp: 2036-02-17→ Common Stock (13,557 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-02-18−3,027→ 12,107 totalExercise: $0.00From: 2026-02-18Exp: 2028-02-18→ Common Stock (3,027 underlying) - Award
Restricted Stock Unit
[F3][F5]2026-02-17+13,138→ 13,138 totalExercise: $0.00From: 2027-02-17Exp: 2029-02-17→ Common Stock (13,138 underlying)
- 41,460
Non-Qualified Stock Option (right to buy)
Exercise: $33.04From: 2026-02-18Exp: 2035-02-18→ Common Stock (41,460 underlying) - 12,500
Non-Qualified Stock Option (right to buy)
Exercise: $38.39From: 2018-02-21Exp: 2027-02-21→ Common Stock (12,500 underlying) - 68,541
Non-Qualified Stock Option (right to buy)
Exercise: $39.44From: 2025-02-20Exp: 2034-02-20→ Common Stock (68,541 underlying) - 56,466
Non-Qualified Stock Option (right to buy)
Exercise: $47.21From: 2024-02-21Exp: 2033-02-21→ Common Stock (56,466 underlying) - 80,000
Non-Qualified Stock Option (right to buy)
Exercise: $50.94From: 2021-02-18Exp: 2030-02-18→ Common Stock (80,000 underlying) - 64,000
Non-Qualified Stock Option (right to buy)
Exercise: $51.49From: 2020-02-19Exp: 2029-02-19→ Common Stock (64,000 underlying) - 64,000
Non-Qualified Stock Option (right to buy)
Exercise: $62.48From: 2018-11-01Exp: 2027-11-01→ Common Stock (64,000 underlying) - 44,823
Non-Qualified Stock Option (right to buy)
Exercise: $64.43From: 2023-02-22Exp: 2032-02-22→ Common Stock (44,823 underlying) - 100,000
Non-Qualified Stock Option (right to buy)
Exercise: $65.90From: 2025-10-30Exp: 2030-10-30→ Common Stock (100,000 underlying) - 5,295
Restricted Stock Unit
Exercise: $0.00From: 2024-02-21Exp: 2026-02-21→ Common Stock (5,295 underlying) - 10,142
Restricted Stock Unit
Exercise: $0.00From: 2025-02-20Exp: 2027-02-20→ Common Stock (10,142 underlying)
Footnotes (5)
- [F1]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.
- [F2]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).
- [F3]Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.
- [F4]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.
- [F5]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.