MACDONALD LAURA ANN 4

What Happened
Laura Ann MacDonald, VP and Principal Accounting Officer of Cognex Corporation (CGNX), had restricted stock units (RSUs) convert into common shares on Feb 20–21, 2026. She converted a total of 4,656 RSUs (1,902 on Feb 20 and 2,754 on Feb 21). To satisfy tax withholding on the vested RSUs, 559 shares were withheld on Feb 20 and 809 shares were withheld on Feb 21 (total 1,368 shares), with the withheld shares valued at $56.03 each for total withholding value of $76,649. The conversions show $0 exercise price because RSUs convert to shares upon vesting rather than requiring a cash payment.

Key Details

• Transaction dates: Feb 20, 2026 and Feb 21, 2026. Withheld price: $56.03 per share.
• RSUs converted: 4,656 total (1,902 on Feb 20; 2,754 on Feb 21).
• Shares withheld for taxes: 559 (Feb 20) and 809 (Feb 21) — total 1,368 shares; withholding proceeds = $31,321 and $45,328 respectively (total $76,649).
• Filing: Form 4 filed Feb 24, 2026 — appears timely for the Feb 20–21 transactions.
• Footnotes: Restricted stock units equal one share each (RSU → 1 share). Vesting schedules referenced: grants dated Feb 21, 2023 and Feb 20, 2024 (vesting ~20%/30%/50% across years). Some shares are reported as held by the reporting person's child (she disclaims beneficial ownership except for pecuniary interest).

Context

• These transactions are RSU conversions upon vesting, not open-market purchases or voluntary sales (the withheld shares are routine tax withholding). This is common when awards vest: a portion of the award is surrendered or withheld to cover taxes.
• The filing shows routine vesting and tax withholding; it does not by itself indicate a change in the insider’s market view.