COGNEX CORP|4Feb 19, 4:34 PM ET

Gerst Carl 4

4 · COGNEX CORP · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Cognex (CGNX) EVP Carl Gerst Receives RSU Award, Withholds Shares for Taxes

What Happened

Carl Gerst, Executive Vice President, Vision & ID Products at Cognex (CGNX), received equity awards and had restricted stock units convert into shares. The filing shows grants of 24,854 and 24,085 restricted stock units (total 48,939 RSUs) on Feb 17, 2026 (each RSU = right to one share).
On Feb 18, 2026, 5,570 shares were issued upon conversion/settlement of vested RSUs. To satisfy tax withholding, 1,766 of those shares were surrendered/withheld at $56.72 per share, totaling $100,168. Net shares delivered from that settlement = 3,804.
Transaction codes in the filing: A = award/grant (RSUs), M = exercise/conversion of derivative (RSU settlement), F = shares withheld for tax withholding.

Key Details

Transaction dates: grants reported 2026-02-17; RSU conversion and withholding on 2026-02-18; Form 4 filed 2026-02-19.
Prices/values shown: withheld shares price $56.72; tax withholding value $100,168. RSUs/settlements reported at $0 because they are awards (no cash purchase price).
Shares owned after transaction: total post-transaction holdings not provided in the excerpt; this activity produced a net increase of 3,804 shares to Gerst’s holdings from the settlement.
Vesting/other footnotes: RSUs are contingent rights to receive one share (F3). Footnotes show RSU vesting schedules (approx. 20%/30%/50% over three years for the relevant grants, F4/F5) and that stock options (if any) vest in roughly equal installments over five years from Feb 17, 2026 (F2).
Filing timeliness: Filed Feb 19, 2026 for transactions on Feb 17–18, 2026 (no late filing indicated).

Context

This was largely an award/settlement event (not an open‑market buy or sale). The withholding of shares to cover taxes is a routine administrative step and does not necessarily signal a change in insider sentiment.
For retail investors: grants and RSU settlements show executive compensation and retention, while purchases would be a clearer bullish signal. This filing documents awarded RSUs settling and routine tax withholding.

Form 4

Period: 2026-02-17

EVP, Global Sales and Products

Transactions

Exercise/Conversion
Common Stock
2026-02-18+5,570→ 5,570 total
Tax Payment
Common Stock
[F1]
2026-02-18$56.72/sh−1,766$100,168→ 3,804 total
Award
Non-Qualified Stock Option (right to buy)
[F2]
2026-02-17+24,854→ 24,854 total
Exercise: $57.09From: 2027-02-17Exp: 2036-02-17→ Common Stock (24,854 underlying)
Exercise/Conversion
Restricted Stock Unit
[F3][F4]
2026-02-18−5,570→ 22,276 total
Exercise: $0.00From: 2026-02-18Exp: 2028-02-18→ Common Stock (5,570 underlying)
Award
Restricted Stock Unit
[F3][F5]
2026-02-17+24,085→ 24,085 total
Exercise: $0.00From: 2027-02-17Exp: 2029-02-17→ Common Stock (24,085 underlying)

Holdings

Non-Qualified Stock Option (right to buy)
Exercise: $33.04From: 2026-02-18Exp: 2035-02-18→ Common Stock (75,871 underlying)
75,871
Non-Qualified Stock Option (right to buy)
Exercise: $39.44From: 2025-02-20Exp: 2034-02-20→ Common Stock (126,800 underlying)
126,800
Non-Qualified Stock Option (right to buy)
Exercise: $47.21From: 2024-02-21Exp: 2033-02-21→ Common Stock (94,298 underlying)
94,298
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 (60,000 underlying)
60,000
Non-Qualified Stock Option (right to buy)
Exercise: $56.44From: 2019-02-20Exp: 2028-02-20→ Common Stock (20,000 underlying)
20,000
Non-Qualified Stock Option (right to buy)
Exercise: $64.43From: 2023-02-22Exp: 2032-02-22→ Common Stock (74,720 underlying)
74,720
Non-Qualified Stock Option (right to buy)
Exercise: $65.90From: 2025-10-30Exp: 2030-10-30→ Common Stock (150,000 underlying)
150,000
Restricted Stock Unit
Exercise: $0.00From: 2024-02-21Exp: 2026-02-21→ Common Stock (8,791 underlying)
8,791
Restricted Stock Unit
Exercise: $0.00From: 2025-02-20Exp: 2027-02-20→ Common Stock (18,256 underlying)
18,256

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.

Signature

Carl W. Gerst|2026-02-19

1 file