Kuechen Joerg 4
4 · COGNEX CORP · Filed Feb 24, 2026
Research Summary
AI-generated summary of this filing
Cognex (CGNX) Head of M&A Joerg Kuechen Exercises Options, Sells Shares
What Happened
- Joerg Kuechen, Head of Corporate M&A at Cognex (CGNX), exercised stock options and had restricted stock units vest, acquiring 70,851 shares in total on Feb 20–21, 2026. He sold 61,900 of those shares in open-market transactions for total cash proceeds of $3,468,387 and had 5,648 shares withheld to satisfy tax withholding obligations (valued at $316,457). Net shares retained from these transactions: 3,303.
- The exercised option lots (cash paid at exercise) were: 11,029 shares @ $33.04 ($364,398), 12,500 @ $38.39 ($479,875), and 35,642 @ $39.44 ($1,405,720) — aggregate exercise cost ~$2.25M. Sales were at prices between $55.98–$56.24, indicating immediate sale of most acquired shares (i.e., effectively a cashless exercise).
Key Details
- Transaction dates: Feb 20–21, 2026; Form 4 filed Feb 24, 2026 (within the standard two-business-day reporting window).
- Open-market sales: 11,029 @ $55.98 ($617,405); 12,500 @ $56.03 ($700,403); 35,642 @ $56.03 ($1,997,100); 2,729 @ $56.24 ($153,479). Total = $3,468,387.
- Tax withholding (shares withheld): 2,575 @ $56.03 ($144,277) and 3,073 @ $56.03 ($172,180). Total value = $316,457 (footnotes F1, F2).
- Shares acquired via exercise/vesting: 70,851 total (includes option exercises and vested RSUs reported at $0 exercise price for RSUs).
- Net shares retained from these events: 3,303.
- Relevant footnotes: F1–F2 = shares withheld for tax on RSUs that vested Feb 20/21, 2026; F3–F5 = option vesting schedules; F6–F8 = RSU definitions and vesting schedules.
- Transaction codes: M = option exercise/conversion, S = open-market sale, F = shares withheld to satisfy tax obligations.
Context
- This is primarily an exercise + sell transaction (often a cashless exercise): Kuechen exercised options and/or received vested RSUs, sold most of the resulting shares to cover exercise costs and taxes, and retained a small residual position.
- Such insider sales are frequently routine (to cover tax/exercise costs) and do not by themselves indicate a change in sentiment about the company.
Insider Transaction Report
Form 4
COGNEX CORPCGNX
Kuechen Joerg
Head of Corporate M&A
Transactions
- Exercise/Conversion
Common Stock
2026-02-20$33.04/sh+11,029$364,398→ 13,758 total - Sale
Common Stock
2026-02-20$55.98/sh−11,029$617,405→ 2,729 total - Exercise/Conversion
Common Stock
2026-02-20$38.39/sh+12,500$479,875→ 15,229 total - Sale
Common Stock
2026-02-20$56.03/sh−12,500$700,403→ 2,729 total - Exercise/Conversion
Common Stock
2026-02-20$39.44/sh+35,642$1,405,720→ 38,371 total - Sale
Common Stock
2026-02-20$56.03/sh−35,642$1,997,100→ 2,729 total - Sale
Common Stock
2026-02-20$56.24/sh−2,729$153,479→ 0 total - Exercise/Conversion
Common Stock
2026-02-20+5,325→ 5,325 total - Tax Payment
Common Stock
[F1]2026-02-20$56.03/sh−2,575$144,277→ 2,750 total - Exercise/Conversion
Common Stock
2026-02-21+6,355→ 9,105 total - Tax Payment
Common Stock
[F2]2026-02-21$56.03/sh−3,073$172,180→ 6,032 total - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F3]2026-02-20−11,029→ 44,112 totalExercise: $33.04From: 2026-02-18Exp: 2035-02-18→ Common Stock (11,029 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F4]2026-02-20−12,500→ 0 totalExercise: $38.39From: 2018-02-21Exp: 2027-02-21→ Common Stock (12,500 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F5]2026-02-20−35,642→ 53,461 totalExercise: $39.44From: 2025-02-20Exp: 2034-02-20→ Common Stock (35,642 underlying) - Exercise/Conversion
Restricted Stock Unit
[F6][F7]2026-02-21−6,355→ 0 totalExercise: $0.00From: 2024-02-21Exp: 2026-02-21→ Common Stock (6,355 underlying) - Exercise/Conversion
Restricted Stock Unit
[F6][F8]2026-02-20−5,325→ 8,874 totalExercise: $0.00From: 2025-02-20Exp: 2027-02-20→ Common Stock (5,325 underlying)
Holdings
- 67,759
Non-Qualified Stock Option (right to buy)
Exercise: $47.21From: 2024-02-21Exp: 2033-02-21→ Common Stock (67,759 underlying) - 39,894
Non-Qualified Stock Option (right to buy)
Exercise: $47.95From: 2026-08-04Exp: 2032-08-04→ Common Stock (39,894 underlying) - 80,000
Non-Qualified Stock Option (right to buy)
Exercise: $50.94From: 2021-02-18Exp: 2030-02-18→ Common Stock (80,000 underlying) - 45,000
Non-Qualified Stock Option (right to buy)
Exercise: $51.49From: 2020-02-19Exp: 2029-02-19→ Common Stock (45,000 underlying) - 30,000
Non-Qualified Stock Option (right to buy)
Exercise: $56.44From: 2019-02-20Exp: 2028-02-20→ Common Stock (30,000 underlying) - 49,530
Non-Qualified Stock Option (right to buy)
Exercise: $64.43From: 2023-02-22Exp: 2032-02-22→ Common Stock (49,530 underlying) - 29,486
Non-Qualified Stock Option (right to buy)
Exercise: $90.50From: 2022-02-16Exp: 2031-02-16→ Common Stock (29,486 underlying) - 8,759
Restricted Stock Unit
Exercise: $0.00From: 2028-02-17Exp: 2028-02-17→ Common Stock (8,759 underlying) - 16,223
Restricted Stock Unit
Exercise: $0.00From: 2026-02-18Exp: 2028-02-18→ Common Stock (16,223 underlying)
Footnotes (8)
- [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]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.
- [F3]The options vest in five approximately equal annual installments on the first, second, third, fourth, and fifth anniversaries of the grant date (February 18, 2025).
- [F4]The options vest in four equal annual installments on the first, second, third, and fourth anniversaries of the grant date (February 21, 2017).
- [F5]The options vest in five approximately equal annual installments on the first, second, third, fourth, and fifth anniversaries of the grant date (February 20, 2024).
- [F6]Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.
- [F7]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.
- [F8]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
Joerg Kuechen|2026-02-24