OTHER INFORMATION
−Removed: During the quarter ended March 30, 2025, the following Section 16 officer adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c):
−Removed: • On March 3, 2025 , Sheila DiPalma , the Executive Vice President of Employee Services of the Company, adopted a trading arrangement for the sale of shares of the Company’s common stock (a “Rule 10b5-1 Trading Plan”).
−Removed: DiPalma’s Rule 10b5-1 Trading Plan, which has a term ending on December 31, 2025 , provides for the exercise of vested stock options to sell up to 4,002 shares of common stock pursuant to the terms of such Rule 10b5-1 Trading Plan.
−Removed: During the quarter ended March 30, 2025, no 10b5-1 trading arrangements were modified or terminated, and no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
+Added: During the quarter ended June 29, 2025, the following executive officer and director adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c):
+Added: • On May 6, 2025 , Robert Willett , the then- Chief Executive Officer of the Company and a director of the Company, adopted a trading arrangement for the sale of shares of the Company’s common stock (a “Rule 10b5-1 Trading Plan”).
+Added: Willett’s Rule 10b5-1 Trading Plan, which has a term ending on August 4, 2026 , provides for the exercise of vested stock options to sell up to 1,161,076 shares of common stock pursuant to the terms of such Rule 10b5-1 Trading Plan.
+Added: During the quarter ended June 29, 2025, no 10b5-1 trading arrangements were modified or terminated, and no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
Exhibit Number
−Removed: 3.1 Second Amended and Restated By-laws of Cognex Corporation, effective February 19, 2025 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, as filed with the SEC on February 20, 2025)
+Added: 10.1 + Transition Agreement, effective as of April 30, 2025, by and between Cognex Corporation and Robert Willett*
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
12 unchanged sentences
** Furnished herewith
+Added: + Indicates management contract or compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: May 1, 2025 COGNEX CORPORATION
−Removed: /s/ Robert J.
−Removed: Chief Executive Officer
+Added: July 31, 2025 COGNEX CORPORATION
+Added: /s/ Matthew Moschner
+Added: Matthew Moschner
+Added: President and Chief Executive Officer
(Principal Executive Officer)
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.