Gerst Carl 4

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.