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|4Feb 24, 4:01 PM ET

DiPalma Sheila Marie 4

4 · COGNEX CORP · Filed Feb 24, 2026

Research Summary

AI-generated summary of this filing

Updated

Cognex EVP Sheila DiPalma Receives RSUs; Shares Withheld

What Happened

  • Sheila Marie DiPalma, EVP, Employee Services at Cognex (CGNX), had restricted stock units (RSUs) convert into common shares on Feb 20–21, 2026. A total of 9,098 RSUs were converted into shares (3,803 on Feb 20 and 5,295 on Feb 21). To satisfy tax withholding on those vested RSUs, 1,117 shares were withheld on Feb 20 and 1,555 shares were withheld on Feb 21 — 2,672 shares total — valued at $56.03 per share for a combined withholding of $149,713. Net shares delivered to DiPalma after withholding were 6,426.

Key Details

  • Transaction dates: Feb 20, 2026 and Feb 21, 2026. Report filed Feb 24, 2026 (appears timely).
  • Price used for tax withholding: $56.03 per share.
  • RSUs converted: 9,098 shares (3,803 + 5,295). Shares withheld for taxes: 2,672 (1,117 + 1,555), total withholding ≈ $149,713. Net shares received ≈ 6,426.
  • Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to satisfy tax withholding.
  • Footnotes: each RSU equals one share on settlement (F3). Vesting schedules referenced include grants dated Feb 21, 2023 and Feb 20, 2024 with typical 20%/30%/50% anniversary vesting (F4, F5). F1 and F2 confirm the withheld shares satisfy tax obligations for the vests on Feb 20 and Feb 21.
  • Shares owned after the transaction are not specified in the provided filing.

Context

  • This was a routine RSU vesting and tax-withholding transaction, not an open-market sale or purchase by the insider. Withholding shares to cover taxes is common for RSU settlements and does not by itself indicate a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-20
COGNEX CORPCGNX
DiPalma Sheila Marie
EVP, Employee Services
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-20+3,803→ 12,390 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-20$56.03/sh−1,117$62,586→ 11,273 total
  • Exercise/Conversion

    Common Stock

    2026-02-21+5,295→ 16,568 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-21$56.03/sh−1,555$87,127→ 15,013 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F4]
    2026-02-21−5,295→ 0 total
    Exercise: $0.00From: 2024-02-21Exp: 2026-02-21→ Common Stock (5,295 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    [F3][F5]
    2026-02-20−3,803→ 6,339 total
    Exercise: $0.00From: 2025-02-20Exp: 2027-02-20→ Common Stock (3,803 underlying)
Holdings

  • Non-Qualified Stock Option (right to buy)

    Exercise: $33.04From: 2026-02-18Exp: 2035-02-18→ Common Stock (41,460 underlying)
    41,460

  • Non-Qualified Stock Option (right to buy)

    Exercise: $38.39From: 2018-02-21Exp: 2027-02-21→ Common Stock (12,500 underlying)
    12,500

  • Non-Qualified Stock Option (right to buy)

    Exercise: $39.44From: 2025-02-20Exp: 2034-02-20→ Common Stock (68,541 underlying)
    68,541

  • Non-Qualified Stock Option (right to buy)

    Exercise: $47.21From: 2024-02-21Exp: 2033-02-21→ Common Stock (56,466 underlying)
    56,466

  • Non-Qualified Stock Option (right to buy)

    Exercise: $50.94From: 2021-02-18Exp: 2030-02-18→ Common Stock (80,000 underlying)
    80,000

  • 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: $57.09From: 2027-02-17Exp: 2036-02-17→ Common Stock (13,557 underlying)
    13,557

  • Non-Qualified Stock Option (right to buy)

    Exercise: $62.48From: 2018-11-01Exp: 2027-11-01→ Common Stock (64,000 underlying)
    64,000

  • Non-Qualified Stock Option (right to buy)

    Exercise: $64.43From: 2023-02-22Exp: 2032-02-22→ Common Stock (44,823 underlying)
    44,823

  • Non-Qualified Stock Option (right to buy)

    Exercise: $65.90From: 2025-10-30Exp: 2030-10-30→ Common Stock (100,000 underlying)
    100,000

  • Restricted Stock Unit

    Exercise: $0.00From: 2026-02-18Exp: 2028-02-18→ Common Stock (12,107 underlying)
    12,107

  • Restricted Stock Unit

    Exercise: $0.00From: 2027-02-17Exp: 2029-02-17→ Common Stock (13,138 underlying)
    13,138
Footnotes (5)
  • [F1]This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 20, 2026 and are reported herein.
  • [F2]This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 21, 2026 and are reported herein.
  • [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 21, 2023), respectively.
  • [F5]The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 20, 2024), respectively.
Signature
Sheila DiPalma|2026-02-24

Documents

1 file
  • 4
    edgardoc.xmlPrimary

    PRIMARY DOCUMENT