Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the quarter ended July 5, 2026, the following officers (as defined in Exchange Act Rule 16a-1(f)) adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c):
• On May 11, 2026 , Matt Moschner , the President and Chief Executive Officer of the Company, adopted a trading arrangement for the sale of shares of the Company’s common stock (a “Rule 10b5-1 Trading Plan”). Mr. Moschner’s Rule 10b5-1 Trading Plan, which has a term ending on August 10, 2027 , provides for the exercise of vested stock options to sell up to 29,813 shares of common stock pursuant to the terms of such Rule 10b5-1 Trading Plan. Additionally, Mr. Moschner's Rule 10b5-1 Trading Plan provides for the sale of 45,548 shares of common stock pursuant to the terms of the plan.
• On May 11, 2026 , Sheila DiPalma , the Executive Vice President of Employee Services of the Company, adopted a Rule 10b5-1 Trading Plan. Ms. DiPalma's Rule 10b5-1 Trading Plan, which has a term ending on December 31, 2026 , provides for the exercise of vested stock options to sell up to 425,948 shares of common stock pursuant to the terms of such Rule 10b5-1 Trading Plan. Additionally, Ms. DiPalma's Rule 10b5-1 Trading Plan provides for the sale of 6,582 shares of common stock pursuant to the terms of the plan.
• On May 29, 2026 , Laura MacDonald , the Vice President and Principal Accounting Officer of the Company, adopted a Rule 10b5-1 Trading Plan. Ms. MacDonald’s Rule 10b5-1 Trading Plan, which has a term ending
29
on May 31, 2027 , provides for the exercise of vested stock options to sell up to 59,556 shares of common stock pursuant to the terms of such Rule 10b5-1 Trading Plan. Additionally, Ms. MacDonald's Rule 10b5-1 Trading Plan provides for the sale of 5,258 shares of common stock pursuant to the terms of the plan.
• On June 9, 2026 , Carl Gerst , the Executive Vice President of Global Sales and Products of the Company, adopted a Rule 10b5-1 Trading Plan. Mr. Gerst's Rule 10b5-1 Trading Plan, which has a term ending on April 1, 2027 , provides for the exercise of vested stock options to sell up to 105,360 shares of common stock pursuant to the terms of such Rule 10b5-1 Trading Plan. Additionally, Mr. Gerst's Rule 10b5-1 Trading Plan provides for the sale of 24,581 shares of common stock pursuant to the terms of the plan.
During the quarter ended July 5, 2026, no 10b5-1 trading arrangements were modified or terminated, and no director or officer of the Company adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
30
ITEM 6. EXHIBITS
Exhibit Number
3.1 Second Amended and Restated By-laws of Cognex Corporation, effective February 19, 2025 (incorporated by reference to Exhibit 3.1 of Cognex's Current Report on Form 8-K, as filed with the SEC on February 20, 2025 [File No. 1-34218])
10.1 Amendment No. 1 to the Cognex Corporation 2023 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on April 30, 2026)
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
* Filed herewith
** Furnished herewith
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 6, 2026 COGNEX CORPORATION
By: /s/ Matthew Moschner
Matthew Moschner
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Dennis Fehr
Dennis Fehr
Senior Vice President of Finance and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Laura MacDonald
Laura MacDonald
Vice President of Finance and Principal Accounting Officer
(Principal Accounting Officer)
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.