What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-13 · 323 added, 193 removed, 1034 unchanged (33% of the section changed)

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Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2025 , 2024 , and 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 12, 2026 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 20 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280).

The adoption was retrospectively applied to 2023 and 2022.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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As described further in Notes 1 and 14 to the consolidated financial statements, the Company recognizes revenue from application-specific customer solutions.

For these transactions, revenue is recognized at the point in time when the solution is validated, which is when the Company can reasonably determine that the agreed-upon specifications in the contract have been met and the customer will accept the performance obligation in the contract.

For these transactions, revenue is recognized at the point in time when the solution is validated, which is when the Company can reasonably determine that the agreed-upon specifications in the contract have been met and that the customer will accept the performance obligation in the contract.

We identified revenue recognition related to application-specific customer solutions as a critical audit matter

The principal considerations for our determination that revenue recognition related to application-specific customer solutions is a critical audit matter are that evaluating the performance obligations and determining the timing of

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validation and that the agreed-upon specifications in the contract have been met rely on the use of management judgements and require a higher degree of auditor judgment in designing, executing and evaluating the results of audit procedures.

Accounting for application-specific customer solutions requires the Company to monitor and evaluate customer contracts on an ongoing basis to determine the point in time at which the solution is validated, the agreed-upon specifications in the contract have been met and revenue is recognized.

The principal consideration for our determination that revenue recognition related to application-specific customer solutions is a critical audit matter is management’s use of significant judgment in determining when the solution is validated, which requires a higher degree of auditor judgment in designing, executing and evaluating the results of audit procedures.

Our audit procedures related to the revenue recognition of application-specific customer solutions included the following, among others.

• We tested the design and operating effectiveness of internal controls related to the monitoring of application-specific customer solution contracts, determination of validation and the timing of revenue recognition.

• We evaluated management’s significant accounting policies related to these customer contracts, including the determination of the performance obligation, for appropriate revenue recognition based on the key terms and provisions.

• For a sample of contracts, we inspected source documents, including the customer contract or purchase order, third-party shipping information, invoice, and evidence of validation or acceptance to evaluate the identification of performance obligations and timing of revenue recognition.

• We evaluated management’s significant accounting policies related to these customer contracts for appropriate revenue recognition based on the key terms and provisions.

/s/ GRANT THORNTON LLP

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February 12, 2026

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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF OPERATIONS

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Loss (recovery) from fire (Note 22) — — ( 8,000 )

Restructuring charges — — 1,657

Operating income 162,566 115,065 130,702

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The accompanying notes are an integral part of these consolidated financial statements.

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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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Foreign currency translation adjustments:

Foreign currency translation gain (loss) ( 31,258 ) 11,500 ( 4,385 )

Foreign currency translation adjustments 13,476 ( 31,258 ) 11,500

Net change related to foreign currency translation adjustments 13,476 ( 31,258 ) 11,500

Other comprehensive income (loss), net of tax 19,281 ( 27,441 ) 23,961

Total comprehensive income $ 78,730 $ 137,195 $ 194,170

Total comprehensive income (loss) $ 133,723 $ 78,730 $ 137,195

The accompanying notes are an integral part of these consolidated financial statements.

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COGNEX CORPORATION – CONSOLIDATED BALANCE SHEETS

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Reserve for income taxes 24,269 26,365

Non-current accrued income taxes — 18,338

Other liabilities 1,452 1,082

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The accompanying notes are an integral part of these consolidated financial statements.

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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF CASH FLOWS

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Loss (gain) on disposal of property, plant, and equipment 164 88 229

Gain from sale of training center property ( 5,053 ) — —

Amortization of intangible assets 10,504 11,418 4,610

Non-cash impact of charges related to fire (Note 22) — — 46,372

Excess and obsolete inventory charges 15,643 2,505 3,775

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Maturities and sales of investments 320,279 828,370 496,462

Purchases of property, plant, and equipment ( 15,043 ) ( 23,077 ) ( 19,667 )

Proceeds from sale of training center property 6,704 — —

Purchases of property, plant, and equipment, net of proceeds from disposals ( 8,743 ) ( 15,043 ) ( 23,077 )

Net payments related to business acquisitions (Note 21) — ( 1,444 ) ( 257,056 )

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Repurchase of common stock ( 151,233 ) ( 67,085 ) ( 79,794 )

Payment of excise tax on prior year common stock repurchases ( 388 ) — —

Payment of dividends ( 54,627 ) ( 52,329 ) ( 49,079 )

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The accompanying notes are an integral part of these consolidated financial statements.

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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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Payment of dividends ($0.286 per common share)

— — — ( 49,079 ) — ( 49,079 )

Net income — — — 113,234 — 113,234

Net unrealized gain (loss) on available-for-sale investments, net of tax of $4,389

— — — — 10,507 10,507

Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — 1,954 1,954

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Payment of dividends ($0.305 per common share)

— — — ( 52,329 ) — ( 52,329 )

Net income — — — 106,171 — 106,171

Net unrealized gain (loss) on available-for-sale investments, net of tax of $1,245

— — — — 3,809 3,809

Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — 8 8

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Repurchase of common stock ( 4,234 ) ( 9 ) — ( 151,224 ) — ( 151,233 )

Excise tax on repurchase of common stock — — — ( 1,539 ) — ( 1,539 )

Stock-based compensation expense — — 48,517 — — 48,517

Payment of dividends ($0.325 per common share)

— — — ( 54,627 ) — ( 54,627 )

Net income — — — 114,442 — 114,442

Net unrealized gain (loss) on available-for-sale investments, net of tax of $1,885

— — — — 5,961 5,961

Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — ( 156 ) ( 156 )

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Nature of Operations

Cognex Corporation ("the Company" or "Cognex") is a leading global provider of machine vision products and solutions that improve efficiency and quality and address some of the most critical manufacturing and distribution challenges.

Cognex Corporation (the "Company" or "Cognex") makes advanced machine vision easy, paving the way for manufacturing and distribution companies to become faster, smarter, and more efficient through automation.

The Company is a global technology leader in industrial machine vision systems that improve efficiency and solve critical manufacturing and distribution challenges, providing products and services across a diverse set of industrial end markets.

Use of Estimates in the Preparation of Financial Statements

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Debt securities with remaining maturities greater than one year are classified as non-current investments.

In July 2023, the Company’s investment policy was modified to reduce effective maturities of newly purchased securities to up to five years .

As of December 31, 2024, the Company held investments with maturities in excess of the five-year limit that were approved as pre-existing exceptions to the new policy.

Bonds with call options are classified based on their original maturity date and asset-backed securities are classified based on their effective maturity date taking into account the expected timing of the underlying payments used as collateral.

It is the Company’s policy to invest in debt securities with maturities that do not exceed five years.

Debt securities with original maturities greater than three months are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, included in shareholders’ equity as accumulated other comprehensive loss.

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Management monitors its debt securities to determine whether a loss exists related to the credit quality of the issuer.

If the present value of the cash flows expected to be collected from the security is less than the amortized cost basis of the security, then a credit loss exists and an allowance against the security for credit losses is recorded.

The allowance is limited to the amount by which fair value is below amortized cost, recognizing that the investment could

If the present value of the cash flows expected to be collected from the security is less than the amortized cost basis

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

be sold at fair value.

of the security, then a credit loss exists and an allowance against the security for credit losses is recorded.

The allowance is limited to the amount by which fair value is below amortized cost, recognizing that the investment could be sold at fair value.

Credit losses continue to be remeasured in subsequent reporting periods.

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The application development stage includes software configuration, coding, hardware installation, and testing.

During this stage, certain costs are capitalized, including external direct costs of materials and services, as well as payroll and payroll-related costs for employees who are directly associated with the project, while certain costs are expensed as incurred, including training and data conversion costs.

During this stage, certain costs are capitalized, if material, including external direct costs of materials and services, as well as payroll and payroll-related costs for employees who are directly associated with the project, while certain costs are expensed as incurred, including training and data conversion costs.

The post-implementation stage includes support and maintenance, and during this stage costs are expensed as incurred.

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The lease liability is reduced by the cash payment less the interest each period.

Goodwill is stated at cost.

The Company evaluates the potential impairment of goodwill annually each fourth quarter

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and whenever events or circumstances indicate the carrying value of the goodwill may not be recoverable.

Goodwill is stated at cost.

The Company evaluates the potential impairment of goodwill annually at the beginning of each fourth quarter and whenever events or circumstances indicate the carrying value of the goodwill may not be recoverable.

The Company performs a qualitative assessment of goodwill to determine whether further impairment testing is necessary.

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Intangible assets are either amortized in relation to the relative cash flows anticipated from the intangible asset or using the straight-line method, depending on facts and circumstances.

The useful lives of customer relationships range from five to fifteen years , completed technologies from five to nine years , non-compete agreements from six to seven years , and trademarks for three years .

The useful lives of customer relationships range from seven to fifteen years , completed technologies range from five to nine years , non-compete agreements is seven years , and trademarks is three years .

In-process technology is an indefinite-lived intangible asset until the technology is completed, at which point it is amortized over its estimated useful life.

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Generally, this accounting policy election results in cash flows related to derivative instruments being classified as an operating activity on the Consolidated Statements of Cash Flows.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers.” The core principle of ASC 606 is to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company expects to be entitled in exchange for those goods or services.

Revenue Recognition

The framework in support of this core principle includes:

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Amounts collected from customers for sales taxes are excluded from the transaction price.

If a contract includes a variable amount, such as a rebate, then the Company estimates the transaction price using either the expected value or the most likely amount of consideration to be received, depending on the specific facts and circumstances.

If a contract includes a variable amount, such as consideration that may vary because of rebates, price concessions, or other similar items, then the Company estimates the transaction price using either the expected value or the most likely amount of consideration to be received, depending on the specific facts and circumstances.

The Company includes estimated variable consideration in the transaction price only to the extent it is probable that a significant reversal of revenue will not occur when the uncertainty is resolved.

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The Company allocates the transaction price to each performance obligation at contract inception based on a relative stand-alone selling price basis, or the price at which the Company would sell the good or service separately to similar customers in similar circumstances.

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Recognizing Revenue When (or As) the Performance Obligations are Satisfied

The Company recognizes revenue when it transfers the promised goods or services to the customer.

Revenue for standard products is recognized at the point in time when the customer obtains control of the goods, which is typically upon shipment or delivery when the customer has legal title, physical possession, the risks and rewards of ownership, and an enforceable obligation to pay for the products.

Revenue for standard products is recognized at the point in time when the customer obtains control of the goods, which is typically upon shipment or delivery when the customer has legal title, physical possession of hardware or access to software, the risks and rewards of ownership, and an enforceable obligation to pay for the products.

Revenue for services, which are not material, is typically recognized over the time the service is provided.

Revenue for application-specific customer solutions is recognized at the point in time when the solution is validated, which is the point in time when the Company can reasonably determine that the agreed-upon specifications in the contract have been met and the customer should reasonably accept the performance obligations in the

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Although the customer may have taken legal title and physical possession of the goods when they arrived at the customer’s designated site, the significant risks and rewards of ownership transfer to the customer only upon validation.

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For application-specific customer solutions, however, the agreement with the customer may provide for billing terms which differ from the timing of revenue recognition, resulting in either deferred revenue or unbilled revenue.

The Company also has a strategic channel partnership that provides the partner with access to Company software at a point in time, while payment terms extend beyond the period in which revenue is recognized.

Under this arrangement, revenue is recognized when control of the license is transferred to the partner, and amounts recognized in advance of billing are recorded as unbilled revenue.

Credit assessments are performed to determine payment terms, which vary by region, industry, and customer.

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Management exercises judgment when determining the amount of revenue to be recognized each period.

Such judgments include, but are not limited to, assessing the customer’s ability and intention to pay substantially all of the contract consideration when due, determining when two or more contracts should be combined and accounted for as a single contract, determining whether a contract modification has occurred, assessing whether promises are immaterial in the context of the contract, determining whether material promises in a contract represent distinct performance obligations, estimating the transaction price for a contract that contains variable consideration, determining the stand-alone selling price of each performance obligation, determining whether control is transferred over time or at a point in time for performance obligations, and assessing whether formal customer acceptance provisions are substantive.

Such judgments include, but are not limited to, assessing the customer’s ability and intention to pay substantially all of the contract consideration when due, determining when two or more contracts should be combined and accounted for as a single contract, determining whether a contract modification has occurred, assessing whether promises are immaterial in the context of the contract, determining whether material promises in a contract represent distinct performance obligations, estimating the transaction price for a contract that contains variable consideration, determining the stand-alone selling price of each performance obligation, determining whether control is transferred over time or at a point in time for performance obligations, determining the timing of validation and that the agreed-upon specifications in the contract have been met, and assessing whether formal customer acceptance provisions are substantive.

Research and Development

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Historically, the time incurred between beta and general release to customers has been short, and therefore, the costs have been insignificant.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advertising Costs

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The fair value of PRSUs where the performance goal includes service and market conditions is calculated using a Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant.

When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

market price or volatility of the Company's common stock that is used in the valuation as a result of material non-public information if that information is expected to result in a material increase in share price.

The fair value of PRSUs subject to service and non-market performance conditions is determined based on the observable market price of the Company’s common stock on the grant date, less the present value of expected future dividends.

When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable market price or volatility of the Company's common stock that is used in the valuation as a result of material non-public information if that information is expected to result in a material increase in share price.

The Company recognizes compensation expense related to stock-based awards using the graded attribution method, in which expense is recognized on a straight-line basis over the service period for each separately vesting portion of the stock option or RSU as if the award was, in substance, multiple awards.

The amount of compensation expense recognized at the end of the vesting period is based on the number of awards for which the requisite service has been completed.

Compensation expense for PRSUs subject to service and non-market performance conditions is recognized based on management’s assessment of the probable level of achievement, with cumulative catch-up adjustments recorded in the period in which that assessment changes.

No compensation expense is recognized for awards that are forfeited for which the employee does not render the requisite service.

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Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for the impact of Global Intangible Low-Taxed Income (GILTI) tax in deferred taxes.

The Company accounts for the impact of Net CFC Tested Income (NCTI), formally known as Global Intangible Low-Taxed Income (GILTI), tax in deferred taxes.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sales tax in the United States and similar taxes in other jurisdictions that are collected from customers and remitted to government authorities are presented on a gross basis (i.e., a receivable from the customer with a corresponding payable to the government).

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Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners.

Accumulated other comprehensive loss, net of tax, consists of foreign currency translation adjustment losses of $ 67,808,000 and $ 36,550,000 , as of December 31, 2024 and December 31, 2023, respectively;

net unrealized losses on available-for-sale investments of $ 3,698,000 and $ 7,515,000 as of December 31, 2024 and December 31, 2023, respectively;

Our policy for releasing the income tax effects from accumulated other comprehensive (loss) income is to release when the corresponding pretax accumulated other comprehensive (loss) income items are reclassified to earnings.

Accumulated other comprehensive loss, net of tax, consists of foreign currency translation adjustment losses of $ 54,332,000 , $ 67,808,000 , and $ 36,550,000 as of December 31, 2025, 2024, and 2023, respectively;

net unrealized gains on available-for-sale investments of $ 2,107,000 as of December 31, 2025, and net unrealized losses on available-for-sale investments of $ 3,698,000 , and $ 7,515,000 as of December 31, 2024 and 2023, respectively;

and losses on currency swaps, net of gains on long-term intercompany loans of $ 1,271,000 at each year end.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentrations of Risk

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Certain key electronic and mechanical components, such as integrated circuit chips, are fundamental to the design of Cognex products.

Due to the impact of global supply chain challenges or other factors, we have experienced, and may continue to experience, disruptions to the supply of components for our products that have resulted, and may continue to result, in higher purchase costs, delivery costs, and manufacturing delays.

The Company sources components from preferred vendors that are selected based on price and performance considerations.

In the event of a supply disruption from a preferred vendor, these components may typically be purchased from alternative vendors, which may result in higher purchase costs and manufacturing delays based on the time required to identify and obtain sufficient quantities from an alternative source.

Certain of the Company’s products utilize components that are available from only one source.

If we are unable to secure adequate supply from these sources, we may have to redesign our products, which may lead to higher costs, delays in manufacturing, and possible loss of sales.

Due to the impact of global supply chain challenges and other factors, we have experienced, and may continue to experience, disruptions to the supply of components for our products that have resulted, and may continue to result, in higher purchase costs, higher delivery costs, and manufacturing delays.

The Company sources components from preferred vendors that are selected based on price, quality and performance considerations.

In the event of a supply disruption from a preferred vendor, these components typically may be purchased from alternative vendors, which may result in higher purchase costs and manufacturing delays based on the time required to identify and obtain sufficient quantities from an alternative source.

Certain Cognex products utilize components that are available from only one source.

If we are unable to secure adequate supply from these sources, we may have to redesign our products, which may lead to higher costs, delays in manufacturing, and loss of sales.

Business Combinations

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The Company accounts for business combinations under the acquisition method of accounting, which requires the following steps:

(1) identifying the acquirer, (2) determining the acquisition date, (3) recognizing and measuring the identifiable assets acquired and the liabilities assumed, and (4) recognizing and measuring goodwill.

(1) identifying the acquirer, (2) determining the

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

acquisition date, (3) recognizing and measuring the identifiable assets acquired and the liabilities assumed, and (4) recognizing and measuring goodwill.

The Company measures the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

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New Pronouncements

Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

The amendments in this ASU apply to all public entities, including public entities with a single reportable segment, that are required to report segment information in accordance with Topic 280, Segment Reporting.

The amendments require public business entities to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the amendments require disclosure of significant segment expenses and other segment items, as well as incremental qualitative disclosures.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and should be applied on a retrospective basis.

The Company adopted ASU 2023-07 in 2024.

Refer to Note 20 for related disclosures.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

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The amendments require public business entities to disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

They also require all entities to disclose income taxes paid, net of refund received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions in which income taxes paid, net of refunds received, is equal to or greater than five percent of total income taxes paid.

For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024.

The amendments in this ASU should be applied on a prospective basis.

Management does not expect ASU 2023-09 to have a material impact on the Company's financial statements and disclosures.

They also require all entities to disclose income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions in which income taxes paid, net of refunds received, is equal to or greater than five percent of total income taxes paid.

For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024 and are applied on a prospective basis.

The Company adopted ASU 2023-09 in 2025.

Refer to Note 18 for the related disclosures.

Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories.

This ASU aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories.

ASU 2024-03 mandates disclosures in the notes to financial statements detailing the composition and trends of key expense categories within major income statement captions.

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The adoption will result in disclosure changes only.

Accounting Standards Update (ASU) 2025-05 - Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets

This ASU provides a practical expedient to simplify the measurement of credit losses for certain receivables and contract assets.

The amendments allow entities to assume that current conditions at the balance sheet date will persist over the life of these assets, eliminating the need to develop forward-looking forecasts required under the current expected credit loss ("CECL") model.

For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption is permitted.

Management does not expect ASU 2025-05 to have a material impact on the Company's financial statements and disclosures.

Accounting Standards Update (ASU) 2025-06 - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

The amendments in this ASU update the accounting and disclosure guidance for internal-use software to better reflect modern, iterative development practices.

The amendments replace the former “development stage” model with a judgment-based framework and require entities to evaluate whether significant development uncertainty exists before capitalizing costs.

The ASU also incorporates website development guidance into Subtopic 350-40 and aligns disclosures for capitalized software with those for property, plant, and equipment.

For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

Management is currently evaluating the impact that adopting ASU 2025-06 would have on the Company's financial statements and disclosures.

Accounting Standards Update (ASU) 2025-09 - Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements

The amendments in this ASU provide targeted updates to align hedge accounting with the economics of an entity's risk‑management activities and resolve issues arising from the global reference rate reform initiative.

Specifically,

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the ASU addresses similar risk assessments for cash flow hedges, hedging forecasted interest payments on choose-your-rate debt instruments, cash flow hedges of nonfinancial forecasted transactions, net written options as hedging instruments, and foreign currency denominated debt instruments as hedging instruments and hedged items (dual hedge).

For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company currently does not utilize any of the hedging instruments impacted by this ASU.

Accounting Standards Update (ASU) 2025-11 - Interim Reporting (Topic 270):

Narrow-Scope Improvements

The amendments in this ASU improve the navigability and clarity of interim reporting requirements without changing the fundamental nature or scope of existing disclosures.

The ASU also clarifies when Topic 270 applies, specifies the form and content of interim financial statements and notes, and introduces a comprehensive list of required interim disclosures compiled from across the Codification.

The ASU also adds a disclosure principle requiring entities to disclose events occurring after the most recent annual reporting period that have a material impact on the entity.

For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and for interim periods within annual reporting periods beginning after December 15, 2028, with early adoption permitted.

Management is currently evaluating the impact that adopting ASU 2025-11 would have on the Company's disclosures.

Accounting Standards Update (ASU) 2025-12 - Codification Improvements

The amendments in this ASU make incremental improvements to clarify, correct, and enhance the usability of the Accounting Standards Codification.

The amendments address technical corrections, unintended application issues, and minor improvements across numerous topics, and are not expected to significantly affect current accounting practice.

Key areas of clarification include diluted earnings per share calculations, disclosure requirements for lease receivables, guidance on beneficial interests, methods for accounting for treasury stock retirements, and the treatment of receivables transferred from contracts with customers.

Management is currently evaluating the impact that adopting ASU 2025-10 would have on the Company's financial statements and disclosures.

Fair Value Measurements

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Asset-backed securities — 4,182 —

Sovereign bonds — 990 —

Economic hedge forward contracts — 791 —

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For debt securities, this service maintains regular contact with market makers, brokers, dealers, and analysts to gather information on market movement, direction, trends, and other specific data.

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They use this information to structure yield curves for various types of debt securities and arrive at the daily valuations.

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The market participants are generally large commercial banks.

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Non-financial Assets that are Measured at Fair Value on a Non-recurring Basis

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The Company evaluates these long-lived assets for impairment whenever events or changes in circumstances, referred to as "triggering events," indicate the carrying value may not be recoverable.

Additionally, the Company evaluates the potential impairment of goodwill annually at the beginning of each fourth quarter.

The Company did not record impairment charges related to non-financial assets in 2025, 2024, or 2023.

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Asset-backed securities 4,182 12,577

Sovereign bonds — 979

Non-current investments 305,339 340,898

$ 642,301 $ 586,948

Money market instruments consist of treasury bills, corporate commercial paper, and certificates of deposit that are highly liquid and mature in three months or less.

Corporate bonds consist of debt securities issued by both domestic and foreign companies;

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Accrued interest receivable is included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets and amounted to $ 3,852,000 and $ 4,144,000 as of December 31, 2025 and 2024, respectively.

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The following table summarizes the Company’s available-for-sale investments as of December 31, 2025 (in thousands):

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Treasury notes 7,389 23 — 7,412

Sovereign bonds 1,013 — ( 23 ) 990

Asset-backed securities 739 — ( 2 ) 737

Corporate bonds 275,781 3,024 ( 79 ) 278,726

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$ 376,589 $ 3,316 $ ( 529 ) $ 379,376

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The following table summarizes the Company’s available-for-sale investments as of December 31, 2024 (in thousands):

1 unchanged sentence

Corporate bonds $ 56,472 $ 3 $ ( 733 ) $ 55,742

Asset-backed securities 3,637 — ( 86 ) 3,551

Treasury notes 2,501 — ( 14 ) 2,487

Sovereign bonds 1,013 — ( 23 ) 990

Asset-backed securities 739 — ( 2 ) 737

Corporate bonds 288,332 408 ( 3,566 ) 285,174

1 unchanged sentence

Asset-backed securities 13,131 — ( 554 ) 12,577

Sovereign bonds 1,037 — ( 58 ) 979

$ 405,758 $ 413 $ ( 5,317 ) $ 400,854

9 unchanged sentences

Corporate bonds $ 30,602 $ ( 73 ) $ 22,412 $ ( 167 ) $ 53,014 $ ( 240 )

Treasury notes 42,149 ( 425 ) 2,487 ( 14 ) 44,636 ( 439 )

Asset-backed securities — — 4,182 ( 289 ) 4,182 ( 289 )

Sovereign bonds — — 990 ( 23 ) 990 ( 23 )

$ 30,602 $ ( 73 ) $ 26,594 $ ( 456 ) $ 57,196 $ ( 529 )

13 unchanged sentences

$ 225,222 $ ( 3,199 ) $ 93,582 $ ( 2,118 ) $ 318,804 $ ( 5,317 )

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management monitors debt securities that are in an unrealized loss position to determine whether a loss exists related to the credit quality of the issuer.

2 unchanged sentences

Management currently intends to hold these securities to full value recovery at maturity.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company's gross realized gains and losses on the sale of debt securities (in thousands):

7 unchanged sentences

The following table summarizes the effective maturity dates of the Company’s available-for-sale investments as of December 31, 2025 (in thousands):

<1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years 5-7 Years Total

<1 year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Total

Corporate bonds $ 66,625 $ 77,129 $ 99,911 $ 68,109 $ 33,577 $ 345,351

1 unchanged sentence

Asset-backed securities — — — 1,624 2,558 4,182

Sovereign bonds 990 — — — — — 990

$ 74,037 $ 92,550 $ 106,921 $ 69,733 $ 36,135 $ 379,376

4 unchanged sentences

$ 137,889 $ 157,527

In the fourth quarter of 2025, the Company recorded a charge of $ 13,067,000 for excess and obsolete inventory following a comprehensive strategic product portfolio review under our new leadership team.

As part of this strategic review, the Company is reducing focus on certain legacy products, which increased the risk of excess and obsolete inventory.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant, and Equipment

10 unchanged sentences

$ 86,015 $ 98,445

In December 2025, the Company sold the 19,000 square-foot building adjacent to our corporate headquarters and the underlying land for $ 6,704,000 .

This building was previously used as a training center for our sales function.

Our new training center will be located inside our corporate headquarters.

In connection with the sale, the Company disposed of property, plant, and equipment with a cost basis of $ 6,044,000 and accumulated depreciation of $ 4,393,000 , which resulted in a $ 5,053,000 gain on the sale of assets and is included in "Other income (expense)" on the Consolidated Statements of Operations.

The Company also disposed of additional property, plant, and equipment with a cost basis of $ 5,811,000 and accumulated depreciation of $ 5,647,000 in 2025 , resulting in a loss of 164,000 .

The Company disposed of property, plant, and equipment with a cost basis of $ 9,580,000 and accumulated depreciation of $ 9,492,000 in 2024, resulting in a loss of $ 88,000 .

The Company disposed of property, plant, and equipment with a cost basis of $ 12,421,000 and accumulated depreciation of $ 12,184,000 in 2023, net of proceeds of $ 8,000 , resulting in a loss of $ 229,000 .

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's leases are primarily leased properties across different worldwide locations where the Company conducts its business.

1 unchanged sentence

Certain leases may contain options to extend or terminate the lease at the Company's sole discretion.

As of December 31, 2024, there were no options to terminate and twenty options to extend that were accounted for in the determination of the lease term for the Company's outstanding leases.

As of December 31, 2025, there were no options to terminate and nineteen options to extend that were accounted for in the determination of the lease term for the Company's outstanding leases.

Certain leases contain leasehold improvement incentives, retirement obligations, escalating clauses, rent holidays, and variable payments tied to a consumer price index.

1 unchanged sentence

The Company did not have any leases that had not yet commenced but that created significant rights and/or obligations as of December 31, 2025.

The total operating lease expense was $ 14,131,000 in 2024, $ 11,598,000 in 2023, and $ 8,939,000 in 2022.

The total operating lease cash payments were $ 13,683,000 in 2024, $ 10,148,000 in 2023, and $ 8,548,000 in 2022.

The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability was $ 407,000 in 2024, $ 427,000 in 2023, and $ 144,000 in 2022.

The components of lease expense were as follows (in thousands):

December 31, 2025 December 31, 2024 December 31, 2023

Operating lease expense $ 14,002 $ 14,131 $ 11,598

Short-term lease expense (1)

1,008 $ 407 427

(1) Leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability

Supplemental balance sheet information related to leases was as follows:

December 31, 2025 December 31, 2024

Weighted average remaining lease term 7.2 years 9.9 years

Weighted average discount rate 5.9 % 5.9 %

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information related to leases was as follows (in thousands):

December 31, 2025 December 31, 2024 December 31, 2023

Cash paid for amounts included in the measurement of operating lease liabilities $ 14,000 $ 13,683 $ 10,148

Future operating lease cash payments are as follows (in thousands):

2 unchanged sentences

Thereafter 28,887

The discounted present value of the future lease cash payments resulted in a lease liability of $ 70,217,000 and $ 78,601,000 as of December 31, 2024 and 2023, respectively.

Total undiscounted lease payments $ 93,418

imputed interest $ 16,832

Total operating lease liabilities $ 76,586

The Company leases a building in Singapore that serves as a distribution center for customers in Asia.

The lease contains two components:

an 88,000 square-foot premises that had a commencement date in June of 2023 and a second 27,000 square-foot premises that does not commence until the fourth quarter of 2025.

Accordingly, the second component of the lease has not yet been recorded on the Consolidated Balance Sheets, nor has it created any significant rights and obligations as of December 31, 2024.

This second lease component has an original term of eight years and the Company has the right and option to extend this term by an additional five years, commencing upon the expiration of the original term.

Future payment obligations associated with this lease component total $ 13,145,000 , $ 160,000 of which is payable in 2025 and which reflects an estimated extension period of five years .

Future payment obligations related to this lease component are not included in the future operating lease cash payments table above.

The Company has entered into a lease for a 6,500 square-foot building in Aachen, Germany for a term of ten years .

The commencement date for this lease is expected to be in the second quarter of 2025, and therefore it has not yet been recorded on the Consolidated Balance Sheets, nor has it created any significant rights and obligations as of December 31, 2024.

an 88,000 square-foot premises that commenced in June of 2023 and a second 27,000 square-foot premises that commenced in December of 2025.

The second component of the lease was recorded on the Consolidated Balance Sheets in 2025 upon commencement.

Undiscounted lease payment obligations associated with the second lease component, which has an original term of eight years , is included in the lease liability maturity table above and total $ 8,329,000 , $ 936,000 of which is payable in 2026.

Additionally, in December 2025, the Company entered into a sublease agreement for this second lease component for a term of eight years.

The sublease also contains two components:

a 15,000 square-foot premises that commenced in December of 2025 and a second 12,000 square-foot premises that has a commencement date in December of 2026.

The Company recognized income of $ 33,000 related to this sublease agreement in 2025 .

Future operating sublease receipts for both sublease components are as follows (in thousands):

Year Ended December 31, Amount

Thereafter 3,204

Total undiscounted sublease receipts $ 7,934

In 2025, the Company also entered into a lease for a 6,500 square-foot building in Aachen, Germany for a term of ten years .

The lease was recorded on the Consolidated Balance Sheet upon commencement in June of 2025.

The Company has the right and option to extend the term of this lease for an additional period of five years , commencing upon the expiration of the original term.

Future payment obligations associated with this lease total $ 8,763,000 , $ 483,000 of which is payable in 2025.

Future payment obligations related to this lease are not included in the future operating lease cash payments table above.

The weighted-average discount rate was 5.9 % and 5.7 % for the leases outstanding as of December 31, 2024 and December 31, 2023, respectively.

The weighted-average remaining lease term was 9.9 years and 10.5 years for the leases outstanding as of December 31, 2024 and 2023, respectively.

Undiscounted lease payment obligations associated with this lease are included in the lease liability maturity table above and total $ 8,969,000 , $ 897,000 of which is payable in 2026.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Balance as of December 31, 2023 $ 393,181

Acquisition of Moritex Corporation (refer to Note 21) 145,047

Moritex Corporation measurement period adjustments (refer to Note 21) 6,478

Foreign exchange rate changes ( 14,722 )

Balance as of December 31, 2024 384,937

Moritex Corporation measurement period adjustments (refer to Note 21) 6,478

Foreign exchange rate changes 1,342

22 unchanged sentences

Year Ended December 31, Amount

2025 $ 10,147

Thereafter 38,377

4 unchanged sentences

Foreign retirement obligations 10,726 10,445

Warranty obligations 5,140 4,244

Salaries and payroll taxes 8,170 5,123

Warranty obligations 5,474 5,140

Vacation 5,162 3,945

5 unchanged sentences

Fulfillment of warranty obligations ( 3,078 )

Foreign exchange rate changes 7

Balance as of December 31, 2023 4,244

12 unchanged sentences

A significant portion of the Company's outstanding inventory purchase orders as of December 31, 2025, as well as additional preauthorized commitments to procure strategic components based on the Company's expected customer demand, are placed with the Company's primary contract manufacturer for the Company's assembled products.

The Company purchased $ 17,461,000 , $ 10,616,000 , and $ 5,269,000 in 2024, 2023, and 2022, respectively, of inventories as a result of the Company's obligation to purchase any non-cancelable and non-returnable components that have been purchased by the contract manufacturer with the Company's preauthorization, when these components have not been consumed within the period defined in the terms of the Company's agreement with this contract manufacturer.

The Company purchased $ 5,042,000 , $ 17,461,000 , and $ 10,616,000 in 2025 , 2024, or 2023, respectively, of inventories as a result of the Company's obligation to purchase any non-cancelable and non-returnable components that have been purchased by the contract manufacturer with the Company's preauthorization, when these components have not been consumed within the period defined in the terms of the Company's agreement with this contract manufacturer.

While the Company typically expects such purchased components to be used in future production of Cognex finished goods, these components are considered in the Company's reserve estimate for excess and obsolete inventory.

18 unchanged sentences

The Company’s foreign currency risk management strategy is designed to mitigate the potential financial impact of changes in the value of transactions and balances denominated in foreign currencies resulting from changes in foreign currency exchange rates.

The Company enters into economic hedges utilizing foreign currency forward contracts with maturities that do not exceed approximately three months to manage the exposure to fluctuations in foreign currency exchange rates arising primarily from foreign-denominated receivables and payables.

The Company enters into economic hedges utilizing foreign currency forward contracts with maturities of generally up to three months but not greater than one year to manage the exposure to fluctuations in foreign currency exchange rates arising primarily from foreign-denominated receivables and payables.

The gains and losses on these derivatives are intended to be offset by the changes in the fair value of the assets and liabilities being hedged.

These economic hedges are not designated as hedging instruments for hedge accounting treatment.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company had the following outstanding forward contracts (in thousands):

December 31, 2025 December 31, 2024

Currency Notional Value USD Equivalent Notional Value USD Equivalent

Currency Notional

Equivalent Notional

Derivatives Not Designated as Hedging Instruments:

Singapore Dollar 40,000 $ 29,457 39,700 $ 30,136

Euro 25,000 26,029 40,000 44,302

Chinese Renminbi 95,000 12,990 50,000 7,025

Mexican Peso 160,000 $ 8,881 220,000 $ 10,701

Hungarian Forint 2,500,000 7,600 2,360,000 5,951

Korean Won 9,000,000 6,239 — —

British Pound 4,000 5,383 3,200 4,008

Indian Rupee 400,000 4,436 — —

Chinese Renminbi 20,000 2,865 95,000 12,990

Japanese Yen 400,000 2,563 2,000,000 12,789

Singapore Dollar (1)

— — 40,000 29,457

Euro — — 25,000 26,029

Swiss Franc — — 2,200 2,432

Canadian Dollar — — 2,000 1,390

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) In January 2026, the Company entered into a forward contract for the Singapore Dollar with a notional value of S$ 34 million and a USD equivalent of $ 27 million.

Information regarding the fair value of the outstanding forward contracts was as follows (in thousands):

Asset Derivatives Liability Derivatives

Sheet Location Fair Value Balance

Sheet Location Fair Value

December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023

Balance Sheet Location Fair Value Balance Sheet Location Fair Value

Fair Value Level December 31, 2025 December 31, 2024 Fair Value Level December 31, 2025 December 31, 2024

Derivatives Not Designated as Hedging Instruments:

Economic hedge forward contracts Prepaid expenses and other current assets $ 324 $ 151 Accrued expenses $ 211 $ 106

Economic hedge forward contracts Prepaid

expenses and other current assets Level 2 $ 791 $ 689 Accrued expenses Level 2 $ 367 $ 757

The following table summarizes the gross activity for all derivative assets and liabilities which were presented on a net basis on the Consolidated Balance Sheets due to the right of offset with each counterparty (in thousands):

4 unchanged sentences

Net amount of assets presented $ 791 $ 689 Net amount of liabilities presented $ 367 $ 757

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information regarding the effect of derivative instruments, net of the underlying exposure, on the consolidated financial statements was as follows (in thousands):

3 unchanged sentences

Gains (losses) recognized in current operations Foreign currency gain (loss) $ 1,368 $ 1,945 $ ( 10,023 )

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

11 unchanged sentences

Standard products and services (1)

$ 880,015 $ 795,319 $ 734,140

Application-specific customer solutions 114,344 119,196 103,407

$ 994,359 $ 914,515 $ 837,547

(1) In 2025, the Company entered into a commercial partnership with a strategic channel partner (the “Partner”) to better serve Original Equipment Manufacturer (OEM) customers in the specialized field of medical lab automation.

Through 2030, the Partner has exclusive rights to sell machine vision hardware in combination with licensed Company software, in exchange for annual minimum license fees paid to the Company.

The contract includes a substantive termination penalty if the contract is cancelled by the Partner.

As such, the Company recognized the minimum license fees as revenue in 2025, at the point in time when the Partner received access to the software.

Also in 2025, the Company transferred related inventories at cost to the Partner.

As a result of the upfront recognition of the license revenue and transfer of inventories, the Company recognized one-time revenue of approximately $ 13 million in 2025, which is included in the "Standard products and services" amount in the table above.

Costs to Fulfill a Contract

Costs to fulfill a contract are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets and amounted to $ 10,705,000 and $ 13,265,000 as of December 31, 2024 and 2023, respectively.

The amount of amortization during 2024 related to costs deferred as of December 31, 2023 amounted to $ 12,512,000

Accounts Receivable, Contract Assets, and Contract Liabilities

Costs to fulfill customer contracts are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets and amounted to $ 10,592,000 , $ 10,705,000 , and $ 13,265,000 as of December 31, 2025, 2024, and 2023, respectively.

Costs to fulfill customer contracts are amortized when the Company transfers the promised goods and services to the customer.

The amount of amortization during 2025 related to costs deferred as of December 31, 2024 amounted to $ 9,831,000 , and the amount of amortization during 2024 related to costs deferred as of December 31, 2023 amounted to $ 12,512,000 .

Accounts Receivable

Accounts receivable represent amounts billed and currently due from customers which are reported at their net estimated realizable value.

The Company maintains an allowance against its accounts receivable for credit losses.

Contract assets consist of unbilled revenue which arises when revenue is recognized in advance of billing primarily for certain application-specific customer solutions contracts.

Contract liabilities consist of deferred revenue and customer deposits which arise when amounts are billed to or collected from customers in advance of revenue recognition.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes changes in the allowance for credit losses (in thousands):

8 unchanged sentences

Balance as of December 31, 2025 $ 728

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Assets

The following table summarizes the contract assets (in thousands):

Year Ended December 31,

2025 2024 2023

Unbilled revenue $ 16,980 $ 3,055 $ 2,402

Contract assets consist of unbilled revenue which arises when revenue is recognized in advance of billing primarily for certain application-specific customer solutions contracts, as well as for upfront license revenue recognized in connection with the strategic channel partnership mentioned above.

Our rights to consideration are generally unconditional at the time our performance obligations are satisfied.

The increase in unbilled revenue as of December 31, 2025 was primarily due to $ 10,365,000 of upfront license revenue recognized in 2025 in connection with the strategic channel partnership.

Although the license revenue was recognized upfront, payments are expected to be received over the duration of the partnership, resulting in unbilled revenue.

Contract Liabilities

Contract liabilities consist of deferred revenue and customer deposits which arise when amounts are billed to or collected from customers in advance of revenue recognition.

The following table summarizes the deferred revenue and customer deposits activity (in thousands):

2 unchanged sentences

Recognition of revenue deferred in prior period ( 28,108 )

Returned customer deposit ( 9,205 )

Foreign exchange rate changes ( 380 )

9 unchanged sentences

The Company has 400,000 shares of authorized but unissued $ .01 par value preferred stock.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has 300,000,000 shares of authorized $ .002 par value common stock.

Each outstanding share of common stock entitles the record holder to one vote on all matters submitted to a vote of the Company’s shareholders.

Common shareholders are also entitled to dividends when and if declared by the Company’s Board of Directors.

Common shareholders are also entitled to dividends when and if declared by the Company’s Board of Directors (the "Board").

Stock Repurchases

In March 2020, the Company's Board of Directors authorized the repurchase of $ 200,000,000 of the Company's common stock.

Under this March 2020 program, in addition to repurchases made in prior years, the Company repurchased 1,677,000 shares at a cost of $ 117,000,000 in 2022, which completed purchases under the March 2020 program.

In March 2022, the Company's Board of Directors authorized the repurchase of an additional $ 500,000,000 of the Company's common stock.

Under this March 2022 program, the Company repurchased 1,682,000 shares at a cost of $ 87,314,000 in 2022, 1,723,000 shares at a cost of $ 79,794,000 in 2023, and 1,711,000 shares at a cost of $ 67,085,000 in 2024, leaving a remaining balance of $ 265,807,000 as of December 31, 2024.

The 2023 repurchase included $ 446,000 of buyback Excise Tax in accordance with the Inflation Reduction Act of 2022.

The Company may repurchase shares under this program in future periods depending on a variety of factors, including, among other things, the impact of dilution from employee stock awards, stock price, share availability, and cash requirements.

In March 2022, the Board authorized a program providing for the repurchase of up to $ 500,000,000 of the Company's common stock (the "Program").

Under the Program, in addition to repurchases made in prior years, the Company repurchased 1,723,000 shares at a cost of $ 79,794,000 in 2023, 1,711,000 shares at a cost of $ 67,085,000 in 2024, and 4,234,000 shares at a cost of $ 151,233,000 in 2025, leaving a remaining balance of $ 115,020,000 as of December 31, 2025.

On February 11, 2026, the Board authorized the repurchase of an additional $ 500,000,000 of the Company's common stock upon completion of the Program.

The Company may repurchase shares under these programs in future periods depending on a variety of factors, including, among other things, the impact of dilution from employee stock awards, stock price, share availability, and cash requirements.

The Company is authorized to make repurchases of its common stock through open market purchases, pursuant to Rule 10b5-1 trading plans, or in privately negotiated transactions.

The Company’s Board of Directors declared and paid cash dividends of $ 0.065 per share in the first, second, and third quarters of 2022, $ 0.070 per share in the fourth quarter of 2022 and in the first, second, and third quarters of 2023, and $ 0.075 per share in the fourth quarter of 2023 and in the first, second, and third quarters of 2024.

The Board declared and paid cash dividends of $ 0.070 per share in the first, second, and third quarters of 2023, $ 0.075 per share in the fourth quarter of 2023 and in the first, second, and third quarters of 2024, and $ 0.080 per share in the fourth quarter of 2024 and in the first, second, and third quarters of 2025 .

The dividend was increased to $ 0.085 per share in the fourth quarter of 2025 .

Future dividends will be declared at the discretion of the Company's Board of Directors and will depend on such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Future dividends will be declared at the discretion of the Board and will depend on such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.

Stock-Based Compensation

7 unchanged sentences

As of December 31, 2025, the Company had 4,006,000 shares available for issuance under its stock plans.

Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four or five years based on continuous employment and expire ten years from the grant date.

RSUs generally vest upon three or four years of continuous employment or incrementally over such three or four year periods.

Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over five years based on continuous employment and expire ten years from the grant date.

RSUs generally vest upon three years of continuous employment or incrementally over such three year period.

PRSUs generally vest upon three years of continuous employment and achievement of performance criteria established by the Compensation Committee of our Board of Directors on or prior to the grant date.

Participants are not entitled to dividends on stock options, RSUs, or PRSUs.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

6 unchanged sentences

Outstanding as of December 31, 2024 9,543 $ 49.40

9,008 $ 50.87

Granted 1,669 32.38

2 unchanged sentences

Outstanding as of December 31, 2025 10,390 $ 47.35 5.45 $ 9,725

9,543 $ 49.40 5.62 $ 6,898

Exercisable as of December 31, 2025 6,007 $ 51.47 3.55 $ 3,531

5,659 $ 49.75 3.90 $ 6,814

Options vested or expected to vest as of

December 31, 2024 (1)

Options vested or expected to vest as of December 31, 2025 (1)

9,551 $ 48.17 5.18 $ 7,949

3 unchanged sentences

In connection with these exercises, the tax benefit (expense) realized by the Company was $ 1,802,000 in 2025 , $( 4,021,000 ) in 2024, and $( 4,691,000 ) in 2023.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions:

8 unchanged sentences

Expected dividend yield

The current dividend yield was calculated by annualizing the cash dividend declared by the Company’s Board of Directors and dividing that result by the closing stock price on the grant date.

The current dividend yield was calculated by annualizing the cash dividend declared by the Board and dividing that result by the closing stock price on the grant date.

Expected volatility

5 unchanged sentences

The total fair value of stock options vested was $ 24,197,000 in 2025, $ 29,309,000 in 2024, and $ 34,751,000 in 2023.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units (RSUs)

3 unchanged sentences

Nonvested as of December 31, 2024 1,690 $ 44.75

1,429 $ 54.22

Granted 1,320 32.80

2 unchanged sentences

Nonvested as of December 31, 2025 2,116 $ 36.32

1,690 $ 44.75

The fair value of RSUs was determined based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends.

4 unchanged sentences

In connection with these vested RSUs, the tax benefit (expense) realized by the Company was $( 9,250,000 ) in 2025, $( 7,401,000 ) in 2024, and $( 3,229,000 ) in 2023.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance Restricted Stock Units (PRSUs)

6 unchanged sentences

Nonvested as of December 31, 2025 285 $ 35.53

The fair value of PRSUs was calculated using a Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant.

During 2025, the Company granted PRSUs that vest upon the achievement of (1) a service condition of three years of continuous employment and (2) a performance condition established by the Compensation Committee of the Board as of the grant date.

The number of shares earned could range between 0 % and 120 % based on achievement of the performance condition, which includes certain financial targets over the three year measurement period.

The fair value of these PRSUs is calculated based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends.

Compensation expense for these PRSUs is recognized based on the probable outcome of the performance condition with a cumulative catch-up adjustment for prior periods in the period that the probable outcome changes.

During 2023 and 2024, the Company granted PRSUs that vest upon the satisfaction of service and market conditions stipulated in the award grant.

The fair value of these awards was determined using a Monte Carlo simulation model to estimate the probability of meeting those conditions.

The weighted average grant-date fair value of PRSUs granted was $ 32.14 in 2025, $ 39.05 in 2024, and $ 44.86 in 2023.

1 unchanged sentence

Stock-Based Compensation Expense

The Company stratifies its employee population into three groups:

one consisting of the CEO, another consisting of senior management, and another consisting of all other employees.

The Company currently applies an estimated annual forfeiture rate of 0 % to all stock-based awards for the CEO, 8 % to all stock-based awards for senior management, and 13 % for all other employees.

The Company stratifies its employee population into two groups:

one consisting of senior management and another consisting of all other employees.

The Company currently applies an estimated annual forfeiture rate of 11 % to all stock-based awards for senior management and a rate of 13 % for all other employees.

Each year during the first quarter, the Company revises its forfeiture rate based on updated estimates of employee turnover.

This resulted in a decrease to compensation expense of $ 1,832,000 in 2024, a decrease to compensation expense of $ 234,000 in 2023, and an increase to compensation expense of $ 1,536,000 in 2022.

Credits of $ 4,789,000 , $ 1,832,000 , and $ 234,000 were recorded in 2025 , 2024, and 2023, respectively, to true up previously recorded compensation expense for this forfeiture rate revision.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, total unrecognized compensation expense, net of estimated forfeitures, related to non-vested stock-based awards, including stock options, RSUs, and PRSUs, was $ 48,015,000 , which is expected to be recognized over a weighted-average period of 1.5 years.

15 unchanged sentences

Cognex stock is not an investment alternative and Company contributions are not made in the form of Cognex stock.

Domestic income before taxes was $ 35,253,000 in 2024, $ 16,039,000 in 2023, and $ 48,546,000 in 2022.

Foreign income before taxes was $ 96,236,000 in 2024, $ 119,309,000 in 2023, and $ 202,149,000 in 2022.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2025, the Company adopted ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

These changes have been applied prospectively.

Income from continuing operations before income tax expense consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Domestic 73,505 35,253 16,039

Foreign 109,297 96,236 119,309

182,802 131,489 135,348

Income tax expense consisted of the following (in thousands):

10 unchanged sentences

$ 68,360 $ 25,318 $ 22,114

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective Tax Rate Reconciliation

A reconciliation of the U.S.

federal statutory corporate tax rate to the Company’s income tax expense, or effective tax rate, was as follows:

federal statutory corporate tax rate to the Company’s income tax expense, or effective tax rate, presented in accordance with the prospectively adopted ASU 2023-09, was as follows for the year ended December 31, 2025:

Year Ended December 31, 2025

2024 2023 2022

federal statutory income tax rate $ 38,397 21.0 %

State and local tax effects (1)

Foreign tax effects

Foreign rate differential ( 4,355 ) ( 2.4 ) %

Transfer pricing adjustment 2,185 1.2 %

Other 594 0.3 %

Japan 1,325 0.7 %

Germany 1,232 0.7 %

China 2,421 1.3 %

Other jurisdictions 688 0.4 %

Tax on Unremitted Foreign Earnings ( 414 ) ( 0.2 ) %

Changes in tax rate due to new enacted law 33,237 18.2 %

Cross-border tax laws

Net CFC Tested Income 4,112 2.2 %

Foreign tax credits ( 16,257 ) ( 8.9 ) %

Other 302 0.2 %

R&D tax credits ( 3,186 ) ( 1.7 ) %

Valuation allowance changes 272 0.1 %

Non-taxable items

Share based compensation 4,370 2.4 %

Other 576 0.3 %

Unrecognized tax benefits ( 1,055 ) ( 0.6 ) %

All other adjustments not categorized 287 0.2 %

Total worldwide effective tax expense and rate 68,360 37.4 %

(1) State Taxes in California, Illinois, Massachusetts, Michigan, Minnesota, Pennsylvania, and Tennessee made up the majority (greater than 50%) of tax effect in this category.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the U.S.

federal statutory corporate tax rate to the Company’s income tax expense, or effective tax rate, was as follows for the years ended December 31, 2024 and December 31, 2023:

Year Ended December 31,

Income tax expense at U.S.

12 unchanged sentences

Discrete tax benefit related to GILTI adjustments — ( 2 )

— ( 2 ) ( 3 )

Discrete tax benefit for release of valuation allowance — ( 4 )

Income tax expense 19 % 16 %

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The changes in gross amounts of unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):

21 unchanged sentences

The amount of gross interest and penalties included in these balances was $ 5,773,000 and $ 4,997,000 as of December 31, 2025 and 2024, respectively.

If the Company’s tax positions were sustained or the statutes of limitations related to certain positions expired, these reserves would be released and income tax expense would be reduced in a future period.

As a result of the expiration of certain statutes of limitations, there is a potential that a portion of these reserves could be released, which would decrease income tax expense by approximately $ 2,000,000 to $ 4,000,000 over the next twelve months.

If the Company’s

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

tax positions were sustained or the statutes of limitations related to certain positions expired, these reserves would be released and income tax expense would be reduced in a future period.

The Company has defined its major tax jurisdictions as the United States, Ireland, China, Japan, and Korea and within the United States, Massachusetts.

1 unchanged sentence

federal statutory corporate tax rate of 21 %.

These differences resulted in a favorable impact to the effective tax rate of 4 percentage points for 2024, 6 percentage points for 2023, and 7 percentage points for 2022.

These differences resulted in a favorable impact to the effective tax rate for all periods presented as shown in the Effective Tax Rate Reconciliation section.

Management has determined that earnings from its legal entities in China will be indefinitely reinvested to provide local funding for growth, and that earnings from all other jurisdictions will not be indefinitely reinvested.

In 2024, the Company recorded a non-current deferred tax liability of $ 1,400,000 with respect to earnings that are not indefinitely reinvested.

In 2023, the Company qualified for a tax holiday in China, which is renewed every three years.

The tax effect of this benefit on basic and diluted earnings per share for 2024 was not material.

The Company recorded non-current deferred tax liabilities of $ 986,000 and $ 1,400,000 in 2025 and 2024, respectively, with respect to earnings that are not indefinitely reinvested.

In 2023, the Company qualified for a tax holiday in China, which can be renewed every three years.

A portion of the Company's business in China operates under this tax incentive program, which expires at the end of fiscal year 2026.

This tax incentive may be extended if specific conditions are met.

The net impact of this tax incentive program was to increase the Company's net income by approximately $ 977,000 in 2025 ($ 0.01 per share, diluted) and by approximately $ 845,000 in 2024 ($ 0.01 per share, basic and diluted).

The tax effect of this benefit on net income per share for 2023 was not material.

Within the United States, the tax years 2021 through 2024 remain open to examination by the Internal Revenue Service ("IRS") and various state taxing authorities.

4 unchanged sentences

Interest and penalties included in income tax expense were $ 1,689,000 in 2025 , $ 2,145,000 in 2024, and $ 1,032,000 in 2023.

Cash paid for income taxes for the year ended December 31, 2025 was as follows:

federal $ 23,586

State and local 2,417

Total income taxes paid $ 42,331

Cash paid for income taxes totaled $ 59,849,000 in 2024 and $ 56,618,000 in 2023.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash paid for income taxes totaled $ 59,849,000 in 2024, $ 56,618,000 in 2023, and $ 57,016,000 in 2022.

Deferred Tax Assets and Liabilities

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Deferred tax liabilities:

GILTI tax basis differences in connection with change in tax structure $ ( 254,213 ) $ ( 274,327 )

NCTI (formerly GILTI) tax basis differences in connection with change in tax structure $ ( 274,026 ) $ ( 254,213 )

Amortization ( 27,958 ) ( 29,008 )

Depreciation ( 1,744 ) —

Reserve for unremitted foreign earnings ( 986 ) ( 1,400 )

1 unchanged sentence

Net deferred taxes $ 132,749 $ 175,011

Change in Tax Structure and Global Intangible Low-Taxed Income Tax

Change in Tax Structure and Net CFC Tested Income

In 2019, the Company made changes to its international tax structure due to legislation by the European Union regarding low tax structures that resulted in an intercompany sale of intellectual property.

As a result, the Company recorded an associated deferred tax asset of $ 437,500,000 in Ireland based on the fair value of the intellectual property that is being realized over fifteen years as future tax deductions.

From a United States perspective, the sale was disregarded, and any future deductions claimed in Ireland are added back to taxable income as part of Global Intangible Low-Taxed Income ("GILTI") minimum tax.

The Company recorded an associated deferred tax liability of $ 350,000,000 , representing the GILTI minimum tax related to the fair value of the intellectual property.

From a United States perspective, the sale was disregarded, and any future deductions claimed in Ireland are added back to taxable income as part of Net CFC Tested Income ("NCTI", formerly, Global Intangible Low-Taxed Income) minimum tax.

The Company recorded an associated deferred tax liability of $ 350,000,000 , representing the NCTI minimum tax related to the fair value of the intellectual property.

On July 4, 2025, tax legislation known as One Big Beautiful Bill Act ("OBBBA") was enacted in the United States.

OBBBA modified certain international tax provisions such as NCTI.

As a result of this legislation, in 2025, the Company accrued a discrete tax expense of $ 33,237,000 to increase its NCTI deferred tax liability.

Other Deferred Tax Assets and Liabilities

Beginning in 2022, the Tax Cuts and Jobs Act eliminates the option to deduct research and development expenditures in the period incurred and requires taxpayers to capitalize and amortize such expenditures over five or fifteen years, as applicable, pursuant to Section 174 of the Internal Revenue Code.

Beginning in 2022, the Tax Cuts and Jobs Act eliminated the option to deduct research and development expenditures in the period incurred and required taxpayers to capitalize and amortize such expenditures over five or fifteen years, as applicable, pursuant to Section 174 of the Internal Revenue Code.

Accordingly, the Company recorded deferred tax assets resulting from the capitalization of research and development expenditures.

As of December 31, 2024, the Company had foreign net operating loss carryforwards of $ 1,306,000 , state tax credit carryforwards of $ 7,619,000 that will begin to expire for the 2031 tax return, and foreign tax credit carryforwards of $ 2,567,000 .

OBBBA modified the provisions contained in the Tax Cuts and Jobs Act to allow the deduction of domestic research and development expenditures in the period incurred beginning January 1, 2025.

The Company has modified its deferred tax position accordingly.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, the Company had foreign net operating loss carryforwards of $ 645,000 , state tax credit carryforwards of $ 8,019,000 that will begin to expire for the 2033 tax return, and foreign tax credit carryforwards of $ 2,830,000 , that will begin to expire for the 2028 tax return.

As of December 31, 2024, the Company had foreign net operating loss carryforwards of $ 1,306,000 , state tax credit carryforwards of $ 7,619,000 , and foreign tax credit carryforwards of $ 2,567,000 .

As of December 31, 2025, the Company had a valuation allowance for foreign net operation loss carryforwards of $ 549,000 and a valuation allowance for foreign tax credits of $ 2,188,000 that were not considered to be realized.

As of December 31, 2023, the Company had a valuation allowance for foreign tax credits of $ 943,000 that was not considered to be realized.

Should these credits be utilized in a future period, the reserve associated with these

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

credits would be reversed in the period when it is determined that the credits can be utilized to offset future income tax liabilities.

While the deferred tax assets, net of valuation allowance, are not assured of realization, management has evaluated the realizability of these deferred tax as sets and has determined that it is more likely than not that these assets will be realized.

As of December 31, 2024, the Company had a valuation allowance for foreign net operation loss carryforwards of 599,000 and a valuation allowance for foreign tax credits of $ 1,916,000 that was not considered to be realized.

Should these credits be utilized in a future period, the reserve associated with these credits would be reversed in the period when it is determined that the credits can be utilized to offset future income tax liabilities.

While the deferred tax assets, net of valuation allowance, are not assured of realization, management has evaluated the realizability of these deferred tax assets and has determined that it is more likely than not that these assets will be realized.

In reaching this conclusion, we have evaluated certain relevant criteria including the Company’s historical profitability, current projections of future profitability, and the lives of tax credits, net operating losses, and other carryforwards.

Should the Company fail to generate sufficient pre-tax profits in future periods, we may be required to establish valuation allowances against these deferred tax assets, resulting in a charge to current operations in the period of determination.

Weighted Average Shares

Weighted-average shares were calculated as follows (in thousands):

Earnings per Share

The following table shows the computation of basic and diluted earnings per share as follows (in thousands, except per share amounts):

Year Ended December 31,

2025 2024 2023

Net income 114,442 106,171 113,234

Basic weighted-average common shares outstanding 168,049 171,438 172,249

Effect of dilutive stock awards 1,173 1,150 1,462

Effect of dilutive stock options 1,318 1,173 1,150

Diluted weighted-average common and common-equivalent shares outstanding 169,367 172,611 173,399

Stock options to purchase 8,496,599 , 6,854,092 , and 4,715,104 shares of common stock, on a weighted-average basis, were outstanding in 2024, 2023, and 2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

Restricted stock units totaling 365 and 26,079 that will be settled in shares of common stock to the extent they vest, on a weighted-average basis, were outstanding in 2023 and 2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

No restricted stock units were excluded in the calculation of dilutive net income per share in 2024.

No PRSUs were excluded in the calculation of dilutive net income per share in 2024, 2023, and 2022 as PRSUs were not anti-dilutive on a weighted-average basis.

Earnings per share

Basic 0.68 0.62 0.66

Diluted 0.68 0.62 0.65

The computation of diluted weighted-average common shares outstanding excludes the following weighted average anti-dilutive stock-based awards outstanding as follows (in thousands):

2025 2024 2023

Stock options 10,238 8,497 6,854

Restricted stock units 17 — —

Performance restricted stock units — — —

Total weighted average anti-dilutive stock-based awards outstanding 10,255 8,497 6,854

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment and Geographic Information

17 unchanged sentences

Revenue from this customer was not greater than 10% of total revenue in 2023.

Accounts receivable from this customer was 10 % of total accounts receivable as of December 31, 2024 and was not greater than 10% of total accounts receivable as of December 31, 2023.

Accounts receivable from this customer were not greater than 10% of total accounts receivable as of December 31, 2025 and was 10 % of total accounts receivable as of December 31, 2024.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from a second customer accounted for 11 % of total revenue in 2022.

Revenue from this customer was not greater than 10% of total revenue in 2024 or 2023.

Accounts receivable from this customer was not greater than 10% of total accounts receivable as of December 31, 2024 or December 31, 2023.

The measure of segment profit or loss for the Company's single segment is net income.

5 unchanged sentences

Cost of revenue (1)

328,966 288,721 236,306

Gross profit 665,393 625,794 601,241

2 unchanged sentences

Incentive compensation (2)

9,537 4,711 1,446

Stock-based compensation 15,336 14,628 16,480

1 unchanged sentence

Other segment expenses (3)

35,779 37,703 39,656

Total research, development, and engineering expenses 138,970 139,815 139,400

2 unchanged sentences

Incentive compensation (2)

55,932 45,565 35,513

Stock-based compensation 30,965 35,849 36,309

1 unchanged sentence

Other segment expenses (3)

86,675 92,666 88,946

Total selling, general, and administrative expenses 363,857 370,914 339,139

Loss (recovery) from fire — — ( 8,000 )

Restructuring charges — — 1,657

Operating income 162,566 115,065 130,702

7 unchanged sentences

(2) Incentive compensation includes company bonus and sales commissions.

(3) Other segment expenses include outside services, prototyping materials, sales demonstration equipment, travel and entertainment, marketing programs, and rent, among other less significant expenses.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) Other segment expenses include outside services, prototyping materials, sales demonstration equipment, travel and entertainment, marketing programs, rent, and allocations, among other less significant expenses.

Business Combinations

2 unchanged sentences

Dollars based on the closing date foreign exchange rate.

The cash-free, debt-free enterprise value was adjusted by cash acquired, debt assumed, and final working capital balances to arrive at total consideration to be allocated to assets acquired and liabilities assumed of ¥ 44,376,245,000 ($ 296,138,000 based on the closing date foreign exchange rate), of which ¥ 44,227,414,000 ($ 295,144,000 ) was paid in cash on the closing date and ¥ 148,831,000 ($ 994,000 ) was paid during the first quarter of 2024 as a purchase price adjustment based on the closing balance sheet.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ 295,144,000 ) was paid in cash on the closing date and ¥ 148,831,000 ($ 994,000 ) was paid during the first quarter of 2024 as a purchase price adjustment based on the closing balance sheet.

The Company acquired cash balances totaling $ 38,088,000 as part of this transaction, to arrive at a net cash outflow of $ 257,056,000 on the closing date.

8 unchanged sentences

Transaction costs were approximately $ 5,800,000 and were expensed as incurred as part of SG&A expenses on the Consolidated Statement of Operations.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase price was allocated as follows (in thousands):

20 unchanged sentences

On June 7, 2022, the Company’s primary contract manufacturer experienced a fire at its plant in Indonesia, destroying a significant amount of Cognex inventories.

In 2022, the Company recorded a net loss related to the fire of $ 20,779,000 , consisting primarily of losses of inventories and other assets of $ 48,339,000 , partially offset by insurance proceeds received from the Company's insurance carrier of $ 27,560,000 .

In 2023, the Company recorded recoveries related to the fire of $ 8,000,000 , consisting of $ 2,500,000 for proceeds received from the Company's insurance carrier in relation to a business interruption claim and $ 5,500,000 for proceeds received as part of a financial settlement for lost inventory and other losses incurred as a result of the fire.

COGNEX CORPORATION - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

On February 12, 2025, the Company's Board of Directors declared a cash dividend of $ 0.080 per share.

On February 11, 2026, the Board declared a cash dividend of $ 0.085 per share.

The dividend is payable March 12, 2026 to all shareholders of record as of the close of business on February 26, 2026.

On February 11, 2026, the Board authorized the repurchase of an additional $ 500,000,000 of the Company's common stock through open market purchases, privately negotiated transactions, or otherwise in compliance with applicable securities laws.

The Board also reauthorized the Company to establish Rule 10b5-1 trading plans.

Rule 10b5-1 trading plans allow companies to repurchase shares at times when they might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods.

The Company may repurchase shares pursuant to its repurchase program depending upon a variety of factors, including, among other things, the impact of dilution from equity-based awards, stock price, share availability, and cash requirements.

On February 11, 2026, the Company disclosed its intent to divest its Japan‑focused trading business, which was acquired as part of the Moritex acquisition, for a target purchase price between $ 10 million and $ 12 million, including the sale of related inventories.

Divestiture of this business would not constitute a strategic shift that would have a major effect on the Company’s operations or financial results.

The Company is targeting a transaction close in the second quarter of 2026.

Management is currently evaluating the financial statement impact;

however, due the timing of related negotiations an estimate of such impact cannot be reasonably determined as of the date these financial statements were issued.

The Company evaluated subsequent events through February 12, 2026, the date the financial statements were issued.

Other than the aforementioned items, there were no additional material recognized or unrecognized subsequent events identified.

COGNEX CORPORATION – SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

21 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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data