DiPalma Sheila Marie 4

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.