UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~October~~February 2911, ~~2025~~2026

Date of Report (date of earliest event reported)

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Cognex Corporation

(Exact name of registrant as specified in its charter)

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Massachusetts (State or other jurisdiction of incorporation or organization)	001-34218 (Commission File Number)	04-2713778 (I.R.S. Employer Identification Number)
One Vision Drive Natick, Massachusetts 01760
(Address of principal executive offices and zip code)
(508) 650-3000
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $.002 per share	CGNX	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 42.0102 - ~~Changes~~Results inof ~~Registrant’s~~Operations ~~Certifying~~and ~~Accountant~~Financial Condition

On ~~October~~February 2911, ~~2025~~2026, ~~the~~Cognex ~~Audit~~Corporation ~~Committee~~(the of"Company") ~~the~~issued ~~Board~~a ofnews ~~Directors~~release ~~(the~~to ~~“Audit~~report ~~Committee”)~~its offinancial ~~Cognex~~results ~~Corporation~~for (the ~~“Company”)~~quarter ~~notified~~and ~~Grant~~year ~~Thornton~~ended ~~LLP~~December ~~(“GT”)~~31, ~~the~~2025. ~~Company’s~~The ~~independent~~release ~~registered~~is ~~public~~furnished ~~accounting~~as ~~firm~~Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, ~~that~~including the ~~Audit~~Exhibit ~~Committee~~attached ~~selected~~hereto, ~~KPMG~~shall ~~LLP~~not (be deemed “~~KPMG~~filed”) asfor purposes of Section 18 of the ~~Company’s~~Securities ~~independent~~Exchange ~~registered~~Act ~~public~~of ~~accounting~~1934, ~~firm~~nor ~~for~~shall ~~the~~it ~~Company’s~~be ~~fiscal~~deemed ~~year~~to ~~ending~~be ~~December~~incorporated ~~31,~~by ~~2026,~~reference ~~subject~~in toany filing under the ~~completion~~Securities Act of ~~KPMG’s~~1933 ~~standard~~or ~~client~~the ~~acceptance~~Securities ~~procedures~~Exchange ~~and~~Act ~~execution~~of 1934, regardless of anany ~~engagement~~general ~~letter~~incorporation language in such filing.

~~Over~~Item ~~the past three years, the Audit Committee has been taking a number of steps towards a potential audit firm rotation~~8.01 ~~The~~- ~~Audit~~Other Committee invited several registered public accounting firms to participate in this process. Following an extensive evaluation process, the Audit Committee chose KPMG. GT was previously engaged to audit the Company’s consolidated financial statements for the year ending December 31, 2025. The appointment of KPMG does not affect GT’s engagement for the year ending December 31, 2025.Events

~~GT’s~~On ~~reports~~February on11, 2026, the Company’s ~~consolidated~~announced ~~financial~~that ~~statements~~its asBoard of ~~and~~Directors ~~for~~declared ~~the~~a ~~fiscal~~quarterly ~~years~~cash ~~ended~~dividend ~~December 31, 2023 and 2024 did not contain any adverse opinion or disclaimer~~ of ~~opinion,~~$0.085 ~~nor~~per ~~were they qualified or modified as to uncertainty, audit scope, or accounting principles~~share. ~~Further,~~The ~~during~~dividend ~~the~~is ~~fiscal~~payable ~~years~~on ~~ended~~March ~~December 31~~12, ~~2023 and 2024~~2026, ~~and~~to ~~the~~all ~~subsequent~~shareholders ~~interim~~of ~~period~~record ~~through~~at ~~October 29, 2025, there were: (i) no disagreements within~~ the ~~meaning~~close of ~~Item~~business ~~304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and GT~~ on ~~any~~February ~~matters of accounting principles or practices~~26, financial statement disclosure, or auditing scope or procedure which, if not resolved to GT’s satisfaction, would have caused GT to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K2026.

~~The~~Additionally, on February 11, 2026, the Company ~~requested~~announced that GTits ~~furnish~~Board aof ~~letter~~Directors ~~addressed~~authorized tothe repurchase of an additional $500,000,000 of the ~~Securities~~Company’s ~~and~~common ~~Exchange~~stock ~~Commission~~through ~~stating~~open ~~whether~~market itpurchases, ~~agrees~~privately negotiated transactions or otherwise in compliance with applicable securities laws. The Board also reauthorized the ~~above~~Company ~~statements~~to establish Rule 10b5-1 trading plans. AThe ~~copy~~Company ofmay ~~GT’s~~repurchase ~~letter,~~shares ~~dated~~pursuant ~~November~~to 3its repurchase program depending upon a variety of factors, ~~2025~~including, isamong ~~filed~~other asthings, ~~Exhibit~~the ~~16.1~~impact toof ~~this~~dilution ~~Form~~from 8equity-Kbased awards, stock price, share availability, and cash requirements.

During the fiscal years ended December 31, 2023 and 2024 and the subsequent interim period through October 29, 2025, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
16.1						Letter from Grant Thornton LLP
99.1						News release, dated February 11, 2026, by Cognex Corporation with respect to financial results for the quarter and year ended December 31, 2025 (furnished herewith)
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this ~~3rd~~11th day of ~~November~~February, ~~2025~~2026.


COGNEX CORPORATION

By:			/s/ Dennis Fehr
Name:			Dennis Fehr
Title:			Senior Vice President of Finance and Chief Financial Officer

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