COGNEX CORP|4Feb 24, 4:24 PM ET

Gerst Carl 4

4 · COGNEX CORP · Filed Feb 24, 2026

AI-generated summary of this filing

Updated Feb 24, 2026

Cognex (CGNX) EVP Carl Gerst Sells Shares After RSU Vesting

What Happened

Carl Gerst, Executive Vice President, Global Sales and Products at Cognex (CGNX), had restricted stock units (RSUs) convert to shares and then sold a portion of those shares. The filing shows conversions (exercise/conversion of derivatives) of 6,846 shares on Feb 20, 2026 and 8,791 shares on Feb 21, 2026 (total 15,637 shares issued on conversion).
Of those shares, 2,010 (Feb 20) and 3,095 (Feb 21) shares were withheld to satisfy tax withholding (total 5,105 shares; cash value reported $112,620 and $173,413 respectively). Separately, Gerst sold shares in the open market under a prearranged 10b5-1 plan: 3,804 shares on Feb 20 at $55.99 ($212,979) and 10,532 shares on Feb 23 at $55.93 ($589,042). Open-market proceeds total about $802,021; combined with the tax-withheld amounts the filing shows roughly $1.09M in dispositions.

Key Details

Transaction dates & prices:
- 2026-02-20: conversion of 6,846 RSUs (reported as derivative exercise), 2,010 shares withheld @ $56.03 (taxes), 3,804 shares sold @ $55.99.
- 2026-02-21: conversion of 8,791 RSUs, 3,095 shares withheld @ $56.03 (taxes).
- 2026-02-23: 10,532 shares sold in open market @ $55.93.
Open-market sales were executed under a Rule 10b5-1 trading plan (footnote F2).
Withheld shares represent tax withholding on vested RSUs (footnotes F1, F3). Each RSU converts to one share (F4); the grants vest on multi-year schedules (F5, F6).
Shares owned after these transactions are not specified in the provided data.
Filing date: Form filed Feb 24, 2026 covering transactions through Feb 23, 2026 — the filing does not indicate a late report.

Context

These transactions reflect RSU vesting and a typical cashless/settlement pattern: RSUs converted to shares, some withheld for taxes, and the remainder (or other shares) sold under a prearranged 10b5-1 plan. Sales by executives are often routine (tax/liquidity), especially when done under a plan; the filing itself does not state Gerst’s motivation.
For retail investors, note that sales reduce insider shareholdings but do not by themselves indicate a change in confidence; purchases tend to signal buying conviction more clearly.

Form 4

Period: 2026-02-20

EVP, Global Sales and Products

Transactions

Exercise/Conversion
Common Stock
2026-02-20+6,846→ 10,650 total
Tax Payment
Common Stock
[F1]
2026-02-20$56.03/sh−2,010$112,620→ 8,640 total
Sale
Common Stock
[F2]
2026-02-20$55.99/sh−3,804$212,979→ 4,836 total
Exercise/Conversion
Common Stock
2026-02-21+8,791→ 13,627 total
Tax Payment
Common Stock
[F3]
2026-02-21$56.03/sh−3,095$173,413→ 10,532 total
Sale
Common Stock
[F2]
2026-02-23$55.93/sh−10,532$589,042→ 0 total
Exercise/Conversion
Restricted Stock Unit
[F4][F5]
2026-02-21−8,791→ 0 total
Exercise: $0.00From: 2024-02-21Exp: 2026-02-21→ Common Stock (8,791 underlying)
Exercise/Conversion
Restricted Stock Unit
[F4][F6]
2026-02-20−6,846→ 11,410 total
Exercise: $0.00From: 2025-02-20Exp: 2027-02-20→ Common Stock (6,846 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: $57.09From: 2027-02-17Exp: 2036-02-17→ Common Stock (24,854 underlying)
24,854
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: 2026-02-18Exp: 2028-02-18→ Common Stock (22,276 underlying)
22,276
Restricted Stock Unit
Exercise: $0.00From: 2027-02-17Exp: 2029-02-17→ Common Stock (24,085 underlying)
24,085

Footnotes (6)

[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]These shares were disposed of in an open market sale pursuant to a trading plan adopted by the reporting person in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
[F3]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.
[F4]Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.
[F5]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.
[F6]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

Carl W. Gerst|2026-02-24

1 file