Cognex Corporation

02/19/2026 | Press release | Distributed by Public on 02/19/2026 15:34

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gerst Carl
2. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [CGNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Vision & ID Products
(Last) (First) (Middle)
1 VISION DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
(Street)
NATICK, MA 01760
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/18/2026 M 5,570 A $ 0 5,570 D
Common Stock 02/18/2026 F(1) 1,766 D $56.72 3,804 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $57.09 02/17/2026 A 24,854 02/17/2027(2) 02/17/2036 Common Stock 24,854 $ 0 24,854 D
Restricted Stock Unit $ 0 (3) 02/18/2026 M 5,570 02/18/2026(4) 02/18/2028 Common Stock 5,570 $ 0 22,276 D
Restricted Stock Unit $ 0 (3) 02/17/2026 A 24,085 02/17/2027(5) 02/17/2029 Common Stock 24,085 $ 0 24,085 D
Non-Qualified Stock Option (right to buy) $33.04 02/18/2026 02/18/2035 Common Stock 75,871 75,871 D
Non-Qualified Stock Option (right to buy) $39.44 02/20/2025 02/20/2034 Common Stock 126,800 126,800 D
Non-Qualified Stock Option (right to buy) $47.21 02/21/2024 02/21/2033 Common Stock 94,298 94,298 D
Non-Qualified Stock Option (right to buy) $50.94 02/18/2021 02/18/2030 Common Stock 80,000 80,000 D
Non-Qualified Stock Option (right to buy) $51.49 02/19/2020 02/19/2029 Common Stock 60,000 60,000 D
Non-Qualified Stock Option (right to buy) $56.44 02/20/2019 02/20/2028 Common Stock 20,000 20,000 D
Non-Qualified Stock Option (right to buy) $64.43 02/22/2023 02/22/2032 Common Stock 74,720 74,720 D
Non-Qualified Stock Option (right to buy) $65.90 10/30/2025 10/30/2030 Common Stock 150,000 150,000 D
Restricted Stock Unit $ 0 02/21/2024 02/21/2026 Common Stock 8,791 8,791 D
Restricted Stock Unit $ 0 02/20/2025 02/20/2027 Common Stock 18,256 18,256 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gerst Carl
1 VISION DRIVE
NATICK, MA 01760
EVP, Vision & ID Products

Signatures

Carl W. Gerst 02/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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).
(3) Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.
(4) 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.
(5) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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