Fennell Mark 4
4 · COGNEX CORP · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
Cognex (CGNX) CLO Mark Fennell Exercises Options and Sells Shares
What Happened
Mark Fennell, Chief Legal Officer & Secretary of Cognex (CGNX), exercised multiple stock options on May 11, 2026 and immediately sold shares in open-market trades the same day. Aggregating the reported entries: he exercised about 60,010 shares by paying approximately $2.72 million in aggregate strike prices, and sold about 64,873 shares for total gross proceeds of approximately $4.35 million (net cash difference ≈ $1.63M before taxes/fees). The filing shows a mix of option exercises (transaction code M) and contemporaneous open-market sales (S), consistent with a cashless/sell-to-cover pattern.
Key Details
- Transaction date: May 11, 2026 (Form 4 filed May 12, 2026 — appears timely).
- Exercise activity (selected totals): ~60,010 shares exercised at strikes ranging roughly $33.04 to $56.44; total strike cost ≈ $2,720,416.
- Sales: ~64,873 shares sold at prices between $66.73 and $67.08; total proceeds ≈ $4,349,979.
- Net proceeds (sales minus exercise cost): approximately $1.63 million (approximate, before commissions/taxes).
- Prior/other awards recorded on the Form 4: multiple grants/awards from 2018–2026 totaling about 93,093 shares (subject to vesting schedules shown in footnotes F1–F6).
- Footnotes F1–F6 describe standard multi-year vesting schedules for the reported option awards (annual installments or multi-year cliffs as noted).
- Shares owned after the transactions: not disclosed in the data provided in this summary.
- Transaction codes: M = exercise/conversion of derivative; S = open-market sale; A = grant/award. No 10b5-1 or gift notation indicated in the provided entries.
Context
- For retail investors: this pattern (exercising options then selling shares the same day) is commonly a cashless exercise/sell-to-cover to realize gains or cover tax/strike costs; it is a routine insider liquidity event and not, by itself, a clear signal of long-term sentiment.
- The filing lists historic awards and vesting terms; these explain the source of exercisable options. No filing-timeliness issues were apparent from the provided dates.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-05-11$51.49/sh+6,400$329,536→ 11,263 total - Sale
Common Stock
2026-05-11$67.08/sh−6,400$429,312→ 4,863 total - Exercise/Conversion
Common Stock
2026-05-11$47.21/sh+18,296$863,754→ 23,159 total - Sale
Common Stock
2026-05-11$67.08/sh−18,296$1,227,296→ 4,863 total - Exercise/Conversion
Common Stock
2026-05-11$39.44/sh+15,080$594,755→ 19,943 total - Sale
Common Stock
2026-05-11$67.08/sh−15,080$1,011,566→ 4,863 total - Exercise/Conversion
Common Stock
2026-05-11$33.04/sh+6,634$219,187→ 11,497 total - Sale
Common Stock
2026-05-11$67.08/sh−6,634$445,009→ 4,863 total - Exercise/Conversion
Common Stock
2026-05-11$56.44/sh+9,600$541,824→ 14,463 total - Sale
Common Stock
2026-05-11$67.08/sh−9,600$643,968→ 4,863 total - Exercise/Conversion
Common Stock
2026-05-11$42.84/sh+4,000$171,360→ 8,863 total - Sale
Common Stock
2026-05-11$67.08/sh−4,000$268,320→ 4,863 total - Sale
Common Stock
2026-05-11$66.73/sh−4,863$324,508→ 0 total - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F1]2026-05-11−6,634→ 26,534 totalExercise: $33.04From: 2026-02-18Exp: 2035-02-18→ Common Stock (6,634 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F2]2026-05-11−15,080→ 22,618 totalExercise: $39.44From: 2025-02-20Exp: 2034-02-20→ Common Stock (15,080 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F3]2026-05-11−4,000→ 0 totalExercise: $42.84From: 2021-10-31Exp: 2028-10-31→ Common Stock (4,000 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F4]2026-05-11−18,296→ 12,196 totalExercise: $47.21From: 2024-02-21Exp: 2033-02-21→ Common Stock (18,296 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F5]2026-05-11−6,400→ 0 totalExercise: $51.49From: 2020-02-19Exp: 2029-02-19→ Common Stock (6,400 underlying) - Exercise/Conversion
Non-Qualified Stock Option (right to buy)
[F6]2026-05-11−9,600→ 0 totalExercise: $56.44From: 2019-02-20Exp: 2028-02-20→ Common Stock (9,600 underlying) - Award
Non-Qualified Stock Option (right to buy)
2026-02-17+7,231→ 7,231 totalExercise: $57.09From: 2027-02-17Exp: 2036-02-17→ Common Stock (7,231 underlying) - Award
Non-Qualified Stock Option (right to buy)
2022-02-22+22,412→ 22,412 totalExercise: $64.43From: 2023-02-22Exp: 2032-02-22→ Common Stock (22,412 underlying) - Award
Non-Qualified Stock Option (right to buy)
2022-02-22+30,464→ 52,876 totalExercise: $64.43From: 2026-02-22Exp: 2032-02-22→ Common Stock (30,464 underlying) - Award
Non-Qualified Stock Option (right to buy)
2021-02-16+8,921→ 8,921 totalExercise: $90.50From: 2022-02-16Exp: 2031-02-16→ Common Stock (8,921 underlying) - Award
Restricted Stock Unit
2024-02-20+3,169→ 3,169 totalExercise: $0.00From: 2025-02-20Exp: 2027-02-20→ Common Stock (3,169 underlying) - Award
Restricted Stock Unit
2025-02-18+9,685→ 9,685 totalExercise: $0.00From: 2026-02-18Exp: 2028-02-18→ Common Stock (9,685 underlying) - Award
Restricted Stock Unit
2026-02-17+11,211→ 11,211 totalExercise: $0.00From: 2027-02-17Exp: 2029-02-17→ Common Stock (11,211 underlying)
Footnotes (6)
- [F1]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).
- [F2]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).
- [F3]The options vest approximately 50% on the third anniversary of the grant date (October 31, 2018) and 50% on the fourth anniversary of the grant date.
- [F4]The options vest in five approximately equal annual installments on the first, second, third, fourth, and fifth anniversaries of the grant date (February 21, 2023).
- [F5]The options vest in five equal annual installments on the first, second, third, fourth, and fifth anniversaries of the grant date (February 19, 2019).
- [F6]The options vest in five equal annual installments on the first, second, third, fourth, and fifth anniversaries of the grant date (February 20, 2018).