Cognex Q3 2026 net income rises to $84.8M
The pending $500 million RealSense purchase price is to be financed entirely from existing cash and investments.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Cognex Corporation (CGNX) reported third-quarter 2026 revenue of $313.387 million, up 13% from $276.892 million a year earlier. Net income was $84.820 million versus $17.664 million, and diluted earnings per share were $0.50 versus $0.10. Gross margin was 71%, compared with 68%, while operating income was $100.822 million versus $57.765 million.
For the first nine months, revenue was $873.087 million, up 18%, and operating cash flow was $220.661 million versus $170.612 million. Cash and investments totaled $845.984 million as of October 4, 2026. Cognex has a definitive agreement to acquire all outstanding shares of RealSense for $500 million in cash; closing is expected in the fourth quarter of 2026, subject to customary closing conditions and the spinout of RealSense’s Facial Authentication product line. The board declared a $0.09-per-share dividend, payable December 3, 2026, to holders of record November 19.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue increased 13% to $313.387 million year over year.
- Moderate pointThird-quarter net income was $84.820 million, versus $17.664 million a year earlier.
- Moderate pointNine-month operating cash flow was $220.661 million, compared with $170.612 million.
Negative
- Minor pointThird-quarter revenue from Europe declined 20% year over year.
Filing Explained
The pending deal adds expected employee cash and equity awards; if issued, the RSUs would reduce existing holders’ percentage ownership absent offsets.
Form 10-Q is an unaudited quarterly report; Cognex says the RealSense acquisition remains pending and adds expected employee terms beyond the
The filing describes the retention program and RSU grant as expected, not completed; if RSUs are issued, additional shares reduce existing holders’ percentage ownership absent offsets. Cognex says it sold investments for approximately
The quarterly repurchase table displays
Key Figures
Third-quarter revenue: $313.387 million
Third-quarter net income: $84.820 million
Diluted earnings per share: $0.50
+4 more
7 metrics
Third-quarter revenue
$313.387 million
Three months ended October 4, 2026; $276.892 million in the prior-year quarter
Third-quarter net income
$84.820 million
Three months ended October 4, 2026; $17.664 million in the prior-year quarter
Diluted earnings per share
$0.50
Three months ended October 4, 2026; $0.10 in the prior-year quarter
Nine-month operating cash flow
$220.661 million
Nine months ended October 4, 2026; $170.612 million in the prior-year period
Cash and investments
$845.984 million
As of October 4, 2026
RealSense purchase price
$500 million
Pending all-cash acquisition, subject to customary adjustments
Cash dividend per share
$0.09 per share
Declared November 4, 2026; payable December 3, 2026
Key Terms
fixed-cost absorption, constant-currency basis, contract liabilities, Level 2
4 terms
fixed-cost absorption financial
"higher sales volume that improved fixed-cost absorption"
Fixed-cost absorption is an accounting approach that assigns a company’s fixed production overhead—like rent and salaried factory staff—into the cost of the goods produced, so that each unit carries a share of those fixed costs. For investors, this matters because it changes reported inventory values and gross margins: when more units are produced, fixed costs per unit fall and reported profits can rise even if cash spending hasn’t changed, affecting comparisons of profitability and earnings trends.
constant-currency basis financial
"presentation of our results on a constant-currency basis"
A constant-currency basis is a way of reporting financial results that removes the effect of changes in exchange rates by converting past and current foreign-currency figures using the same exchange rates. It lets readers compare sales, revenue growth, or other metrics as if currency values had not moved, revealing underlying business performance much like comparing prices after fixing the same exchange rate on a price tag. Investors use it to separate operational changes from swings in currency values.
contract liabilities financial
"Contract liabilities consist of deferred revenue and customer deposits"
Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.
Level 2 financial
"classified within Level 2 of the fair value hierarchy"
Level 2 is a real-time view of a stock’s trading interest that shows individual buy and sell orders, including the prices and sizes offered by market makers and trading venues. For investors it reveals market depth and liquidity—like seeing the full line at a ticket window rather than just the last sale—helping assess how easily a position can be bought or sold and how near-term prices might move.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were CGNX's third-quarter 2026 revenue and earnings?
Third-quarter 2026 revenue was $313.387 million, net income was $84.820 million, and diluted earnings per share were $0.50. The comparable prior-year figures were $276.892 million, $17.664 million, and $0.10, respectively.
How much is Cognex paying for RealSense?
Cognex agreed to acquire all outstanding shares of RealSense for $500 million in an all-cash transaction, subject to customary adjustments. The company expects the transaction to close in the fourth quarter of 2026, subject to closing conditions and the spinout of RealSense’s Facial Authentication product line.
What is the RealSense employee retention program?
Cognex expects to provide a three-year cash retention program for RealSense employees of approximately $56.5 million at target, up to a maximum of $69 million, subject to performance modifiers.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended | |||||
| Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________ | |||||
Commission File Number 001-34218
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(508 ) 650-3000
| (Address, including zip code, and telephone number, including area code, of principal executive offices) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | ||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ | ||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):
| ☒ | Accelerated filer | ☐ | |||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | ☒ | ||||||||||||||||||||||||||||||||||||
As of November 1, 2026, there were 168,378,060 shares of Common Stock, $.002 par value per share, of the registrant outstanding.
INDEX
| PART I | FINANCIAL INFORMATION | 3 | ||||||
Item 1. | Financial Statements (interim periods unaudited) | 3 | ||||||
Consolidated Statements of Operations for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025 | 3 | |||||||
Consolidated Statements of Comprehensive Income (Loss) for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025 | 4 | |||||||
Consolidated Balance Sheets as of October 4, 2026 and December 31, 2025 | 5 | |||||||
Consolidated Statements of Cash Flows for the nine-month periods ended October 4, 2026 and September 28, 2025 | 6 | |||||||
Consolidated Statements of Shareholders’ Equity for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025 | 7 | |||||||
Notes to Consolidated Financial Statements | 9 | |||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 23 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||||
Item 4. | Controls and Procedures | 30 | ||||||
PART II | OTHER INFORMATION | 31 | ||||||
Item 1. | Legal Proceedings | 31 | ||||||
Item 1A. | Risk Factors | 31 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||||||
Item 3. | Defaults Upon Senior Securities | 32 | ||||||
Item 4. | Mine Safety Disclosures | 32 | ||||||
Item 5. | Other Information | 32 | ||||||
Item 6. | Exhibits | 33 | ||||||
Signatures | 34 | |||||||
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| Three-months Ended | Nine-months Ended | ||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | ||||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Research, development, and engineering expenses | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Foreign currency gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Investment income, net | |||||||||||||||||||||||
| Other income (expense) | ( | ( | |||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per weighted-average common and common-equivalent share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common and common-equivalent shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
| Three-months Ended | Nine-months Ended | ||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | ||||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Available-for-sale investments: | |||||||||||||||||||||||
Net unrealized gain (loss), net of tax of $( | ( | ( | |||||||||||||||||||||
| Reclassification of net realized (gain) loss on the sale of available-for-sale investments into current operations | ( | ( | |||||||||||||||||||||
| Net change related to available-for-sale investments | ( | ( | |||||||||||||||||||||
| Net change related to foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
COGNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
| October 4, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Current investments | |||||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Unbilled revenue | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current investments | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| Total assets | |||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Accrued income taxes | |||||||||||
| Deferred revenue and customer deposits | |||||||||||
| Operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Reserve for income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 7) | |||||||||||
| Shareholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Nine-months Ended | |||||||||||
| October 4, 2026 | September 28, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Stock-based compensation expense | |||||||||||
| Depreciation of property, plant, and equipment | |||||||||||
| Amortization of intangible assets | |||||||||||
| Excess and obsolete inventory charges | |||||||||||
| Realized (gain) loss on sale of investments | ( | ||||||||||
| Loss on sale of business, net of transaction costs (Note 13) | |||||||||||
| Deferred income taxes | |||||||||||
| Other adjustments | ( | ( | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Unbilled revenue | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Accrued income taxes | ( | ||||||||||
| Deferred revenue and customer deposits | ( | ||||||||||
| Other | ( | ||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of investments | ( | ( | |||||||||
| Maturities and sales of investments | |||||||||||
| Net proceeds from sale of business, net of direct costs (Note 13) | |||||||||||
| Purchases of property, plant, and equipment, net of proceeds | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Net issuance of common stock under stock plans | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Payment of excise tax on prior year common stock repurchases | ( | ( | |||||||||
| Payment of dividends | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | |||||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share amounts)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
Balance as of July 5, 2026 (unaudited) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net issuance of common stock under stock plans | — | — | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Payment of dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax of $( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification of net realized (gain) loss on the sale of available-for-sale investments | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of October 4, 2026 (unaudited) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
Balance as of June 29, 2025 (unaudited) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net issuance of common stock under stock plans | — | — | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Payment of dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax of $ | — | — | — | — | |||||||||||||||||||||||||||||||
| Reclassification of net realized (gain) loss on the sale of available-for-sale investments | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance as of September 28, 2025 (unaudited) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share amounts)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net issuance of common stock under stock plans | — | — | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Payment of dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax of $( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Reclassification of net realized (gain) loss on the sale of available-for-sale investments | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
Balance as of October 4, 2026 (unaudited) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net issuance of common stock under stock plans | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Payment of dividends ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax of $ | — | — | — | — | |||||||||||||||||||||||||||||||
| Reclassification of net realized (gain) loss on the sale of available-for-sale investments | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | |||||||||||||||||||||||||||||||
Balance as of September 28, 2025 (unaudited) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1: Summary of Significant Accounting Policies
As permitted by the rules of the Securities and Exchange Commission applicable to Quarterly Reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by accounting principles generally accepted in the United States ("U.S. GAAP"). Reference should be made to the consolidated financial statements and related notes included in Cognex Corporation's ("Cognex" or the "Company") Annual Report on Form 10-K for the year ended December 31, 2025 for a full description of other significant accounting policies.
In the opinion of the management of the Company, the accompanying consolidated unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments and financial statement reclassifications necessary to present fairly the Company’s financial position as of October 4, 2026, and the results of its operations for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, and changes in shareholders’ equity, comprehensive income, and cash flows for the periods presented.
The results disclosed in the Consolidated Statements of Operations for the three-month or nine-month periods ended October 4, 2026 are not necessarily indicative of the results to be expected for the full year.
NOTE 2: New Pronouncements
Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
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. These enhanced disclosures are intended to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flows. For public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The adoption will result in disclosure changes only. Management is currently gathering disaggregated expense information and evaluating the impact that adopting ASU 2024-03 would have on the Company's financial statement 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) 2025-11 - 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, 2027, 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,
9
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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. 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. Management is currently evaluating the impact that adopting ASU 2025-12 would have on the Company's financial statements and disclosures.
NOTE 3: Financial Instruments
Cash, Cash Equivalents, and Investments
The following table summarizes the Company’s cash, cash equivalents, and investments as of October 4, 2026 (in thousands):
| Fair Value Level | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Non-current Investments | |||||||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | — | $ | — | $ | $ | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Money market instruments | Level 1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | Level 2 | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | Level 2 | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The following table summarizes the Company’s cash, cash equivalents, and investments as of December 31, 2025 (in thousands):
| Fair Value Level | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Non-current Investments | |||||||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | — | $ | — | $ | $ | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Money market instruments | Level 1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | Level 2 | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury notes | Level 2 | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Asset-backed securities | Level 2 | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Late in the third quarter of 2026, the Company sold investments, primarily corporate bonds, generating approximately $330 million of cash at a net loss of $2,407,000 . The proceeds from these sales, along with existing cash balances, are intended to fund the pending acquisition of RealSense, Inc. ("RealSense") that is expected to close in the fourth quarter of 2026 (refer to Note 14). As of October 4, 2026, these proceeds were held in cash but were subsequently invested in money market instruments pending the close of this transaction.
The Company’s money market instruments are reported at fair value based upon the daily market price for identical assets in active markets and are therefore classified as Level 1. 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; treasury notes consist of debt securities issued by the U.S. government; and asset-backed securities consist of debt securities collateralized by pools of receivables or loans with credit enhancement. All of the Company's securities as of October 4, 2026 and December 31, 2025 were denominated in U.S. Dollars, with the exception of certain certificates of deposit.
The Company’s debt securities are reported at fair value based on model-driven valuations in which all significant inputs are observable or can be derived from or corroborated by observable market data for substantially the full term of the asset or liability and are therefore classified as Level 2. Management is responsible for estimating the fair value of these financial instruments, and in doing so, considers valuations provided by a large, third-party pricing
10
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
service. This service maintains regular contact with market makers, brokers, dealers, and analysts to gather information on market movement, direction, trends, and other specific data. They use this information to structure yield curves for various types of debt securities and arrive at the daily valuations.
Accrued interest receivable is recorded in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets and amounted to $1,730,000 and $3,852,000 as of October 4, 2026 and December 31, 2025, respectively.
Realized Gains (Losses) on Debt Securities
The following table summarizes the Company's gross realized gains and losses on the sale of debt securities for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, respectively (in thousands):
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | |||||||||||||||||||||||
| Gross realized gains | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross realized losses | ( | ( | ( | ( | ||||||||||||||||||||||
| Net realized gains (losses) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Realized gains and losses are included in "Investment income" on the Consolidated Statements of Operations. Prior to the sale of these securities, unrealized gains and losses for these debt securities, net of tax, were recorded in shareholders’ equity as accumulated other comprehensive income (loss).
Unrealized Losses on Debt Securities
The following table summarizes the Company’s gross unrealized losses and fair values for available-for-sale investments in an unrealized loss position as of October 4, 2026 (in thousands):
| Unrealized Loss Position For: | |||||||||||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| Corporate bonds | $ | $ | ( | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
The following table summarizes the Company’s gross unrealized losses and fair values for available-for-sale investments in an unrealized loss position as of December 31, 2025 (in thousands):
| Unrealized Loss Position For: | |||||||||||||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
| Corporate bonds | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Asset-backed securities | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
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. When developing an estimate of expected credit losses, management considers all relevant information including historical experience, current conditions, and reasonable forecasts of expected future cash flows. Based on this evaluation, no
11
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Debt Securities Maturities
The following table presents the effective maturity dates of the Company’s available-for-sale investments as of October 4, 2026 (in thousands):
| <1 year | 1-2 Years | 2-3 Years | 3-4 Years | 4-5 Years | 5-8 Years | Total | |||||||||||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Derivative Instruments
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 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.
The Company had the following outstanding forward contracts (in thousands):
| October 4, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Currency | Notional Value | USD Equivalent | Notional Value | USD Equivalent | |||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||||
| Euro | $ | $ | |||||||||||||||||||||
| Chinese Renminbi | |||||||||||||||||||||||
| Singapore Dollar | |||||||||||||||||||||||
| Mexican Peso | |||||||||||||||||||||||
| Hungarian Forint | |||||||||||||||||||||||
| British Pound | |||||||||||||||||||||||
| Indian Rupee | |||||||||||||||||||||||
| Korean Won | |||||||||||||||||||||||
| Japanese Yen | |||||||||||||||||||||||
Information regarding the fair value of the outstanding forward contracts was as follows (in thousands):
| Asset Derivatives | Liability Derivatives | |||||||||||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | |||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet Location | Fair Value Level | October 4, 2026 | December 31, 2025 | Balance Sheet Location | Fair Value Level | October 4, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | ||||||||||||||||||||||||||||||||||||||||||||
| Economic hedge forward contracts | Prepaid expenses and other current assets | Level 2 | $ | $ | Accrued expenses | Level 2 | $ | $ | ||||||||||||||||||||||||||||||||||||
| Activity: | ||||||||||||||||||||||||||||||||||||||||||||
| Gross amounts recognized | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Gross amounts offset | ||||||||||||||||||||||||||||||||||||||||||||
| Net amounts presented on the Consolidated Balance Sheets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
12
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company’s foreign currency forward contracts are measured at fair value using observable market inputs, including quoted forward foreign exchange rates obtained from a large, third-party pricing service. As the valuation uses observable market data and does not rely on significant unobservable inputs, these contracts are classified within Level 2 of the fair value hierarchy. The Company's forward contracts are typically traded or executed in over-the-counter markets with a high degree of pricing transparency. The market participants are generally large commercial banks.
Information regarding the effect of derivative instruments on the Consolidated Statements of Operations was as follows (in thousands):
| Statement of Operations Location | Three-months Ended | Nine-months Ended | ||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | |||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | ||||||||||||||||||||||||||||||||
| Gains (losses) recognized in current operations | Foreign currency gain (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
Activities related to derivative instruments are reflected within "Net cash provided by (used in) operating activities" on the Consolidated Statements of Cash Flows.
NOTE 4: Inventories
Inventories consisted of the following (in thousands):
| October 4, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
NOTE 5: Goodwill and Intangible Assets
The changes in the carrying value of goodwill were as follows (in thousands):
| Balance as of December 31, 2025 | $ | |||||||
| Business disposal (refer to Note 13) | ( | |||||||
| Foreign exchange rate changes | ||||||||
| Balance as of October 4, 2026 | $ | |||||||
Amortized intangible assets as of October 4, 2026 consisted of the following (in thousands):
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Completed technologies | ( | ||||||||||||||||
| Trademarks | ( | ||||||||||||||||
| Non-compete agreements | ( | ||||||||||||||||
| Balance as of October 4, 2026 | $ | $ | ( | $ | |||||||||||||
13
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Amortized intangible assets as of December 31, 2025 consisted of the following (in thousands):
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||
| Completed technologies | ( | ||||||||||||||||
| Trademarks | ( | ||||||||||||||||
| Non-compete agreements | ( | ||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | |||||||||||||
Future amortization expense related to intangible assets as of October 4, 2026 is as follows (in thousands):
| Amount | ||||||||
| Remainder of fiscal 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
On April 1, 2026, the Company completed the divestiture of its Japan-focused trading business, which was originally acquired as part of the acquisition of Moritex Corporation ("Moritex") in 2023. In connection with the divestiture, the Company derecognized $541,000 of goodwill and $10,636,000 of customer relationship intangible assets, representing the net carrying amounts attributable to the disposed business (refer to Note 13).
NOTE 6: Warranty Obligations
The Company records the estimated cost of fulfilling product warranties at the time of sale based upon historical costs to fulfill claims. Obligations may also be recorded subsequent to the time of sale whenever specific events or changes in circumstances impacting product quality become known that would not have been taken into account using historical data. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers and third-party contract manufacturers, the Company’s warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. An adverse change in any of these factors may result in the need for additional warranty provisions. Warranty obligations are included in “Accrued expenses” on the Consolidated Balance Sheets.
The changes in the warranty obligation for the nine-month periods ended October 4, 2026 and September 28, 2025 were as follows (in thousands):
| Balance as of December 31, 2025 | $ | ||||
| Provisions for warranties issued during the period | |||||
| Fulfillment of warranty obligations | ( | ||||
| Balance as of October 4, 2026 | $ | ||||
| Balance as of December 31, 2024 | $ | ||||
| Provisions for warranties issued during the period | |||||
| Fulfillment of warranty obligations | ( | ||||
| Foreign exchange rate changes | |||||
| Balance as of September 28, 2025 | $ | ||||
14
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7: Commitments and Contingencies
As of October 4, 2026, the Company had outstanding purchase orders totaling $64,337,000 to procure inventory from various vendors. Certain of these purchase orders may be canceled by the Company, subject to cancellation penalties. These purchase commitments relate primarily to expected sales in the next twelve months.
A significant portion of the Company's outstanding inventory purchase orders as of October 4, 2026, 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 has the 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. Furthermore, the Company accrues for losses on commitments for the future purchase of non-cancelable and non-returnable components from this contract manufacturer at the time that circumstances, such as changes in demand, indicate that the value of the components may not be recoverable, the loss is probable, and management has the ability to reasonably estimate the amount of the loss. The Company's accrual for such losses was not material as of October 4, 2026 and December 31, 2025.
Various claims and legal proceedings generally incidental to the normal course of business are pending or threatened on behalf of or against the Company. While we cannot predict the outcome of these matters, we believe that any liability arising from them will not have a material adverse effect on our financial position, liquidity, or results of operations.
NOTE 8: Stockholders' Equity
Stock Repurchase Program
In March 2022, the Company's Board of Directors (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 periods, the Company repurchased 3,594,000 shares at a total cost of $126,233,000 during the nine-month period ended September 28, 2025 and 2,501,000 shares at a total cost of $105,231,000 during the nine-month period ended October 4, 2026, leaving a remaining balance of $9,789,000 as of October 4, 2026. On February 11, 2026, the Board authorized the repurchase of up to 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.
15
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Stock-Based Compensation Expense
The Company’s stock-based awards that result in compensation expense consist of stock options, restricted stock units ("RSUs"), and performance restricted stock units ("PRSUs").
The following table summarizes the number of stock-based awards granted by the Company and the weighted-average grant-date fair value per unit for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025:
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Awards Granted (in thousands) | Weighted- Average Grant-Date Fair Value | Stock-Based Awards Granted (in thousands) | Weighted- Average Grant-Date Fair Value | Stock-Based Awards Granted (in thousands) | Weighted- Average Grant-Date Fair Value | Stock-Based Awards Granted (in thousands) | Weighted- Average Grant-Date Fair Value | |||||||||||||||||||||||||||||||||||||||||||
| Stock options | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Performance restricted stock units | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
During the first quarters of 2026 and 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. 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.
The Company stratifies its employee population into two groups: one consisting of senior management and members of the Board, and another consisting of all other employees. The Company currently applies an estimated annual forfeiture rate of 12 % to all stock-based awards for senior management and members of the Board 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. Credits of $1,576,000 and $4,789,000 were recorded in 2026 and 2025, respectively, to true-up previously recorded compensation expense for this forfeiture rate revision. Additionally, in the first quarter of 2026, the Company revised its forfeiture rate applied specifically to stock-based awards for its former chief executive officer to 100 % due to his retirement from the Board effective March 2, 2026, resulting in credits of $5,031,000 .
As of October 4, 2026, total unrecognized compensation expense, net of estimated forfeitures, related to non-vested equity awards, including stock options, RSUs, and PRSUs, was $48,981,000 , which is expected to be recognized over a weighted-average period of 1.4 years.
The following table presents the stock-based compensation expense by caption for each period presented on the Consolidated Statements of Operations (in thousands):
| Three-months Ended | Nine-months Ended | ||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | ||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Research, development, and engineering | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
16
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 9: Revenue Recognition
The following table summarizes disaggregated revenue information by geographic area based upon the customer's country of domicile (in thousands):
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Greater China | ||||||||||||||||||||||||||
| Other Asia | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
The following table summarizes disaggregated revenue information by revenue type (in thousands):
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | |||||||||||||||||||||||
Standard products and services (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Application-specific customer solutions | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
(1) In July 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 the third quarter of 2025, at the point in time when the Partner received access to the software. Also in the third quarter of 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 $ | ||||||||||||||||||||||||||
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 $16,834,000 and $10,592,000 as of October 4, 2026 and December 31, 2025, respectively.
Accounts Receivable, Contract Assets, and Contract Liabilities
Accounts receivable represents 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. 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.
17
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following table summarizes the deferred revenue and customer deposits activity for the nine-month periods ended October 4, 2026 and September 28, 2025, respectively (in thousands):
| Balance as of December 31, 2025 | $ | |||||||
| Deferral of revenue billed in the current period, net of recognition | ||||||||
| Recognition of revenue deferred in prior period | ( | |||||||
| Reclassified to accounts receivable | ( | |||||||
| Foreign exchange rate changes | ||||||||
| Balance as of October 4, 2026 | $ | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Deferral of revenue billed in the current period, net of recognition | ||||||||
| Recognition of revenue deferred in prior period | ( | |||||||
| Foreign exchange rate changes | ||||||||
| Balance as of September 28, 2025 | $ | |||||||
NOTE 10: Income Taxes
The Company's effective tax rate was 18 72 % and 41 % for the three-month and nine-month periods ended September 28, 2025, respectively.
For the three-month period ended October 4, 2026, the Company recorded a net discrete tax benefit of $1,454,000 primarily driven by return-to-provision adjustments to the R&D tax credits claimed due to a change in estimates. For the nine-month period ended October 4, 2026, the Company recorded a net discrete tax benefit of $2,184,000 primarily driven by excess tax benefits related to stock-based compensation and return-to-provision adjustments to the R&D tax credit claimed due to a change in estimates.
For the three-month and nine-month periods ended September 28, 2025, the Company recorded a net discrete tax expense of $33,650,000 and $33,132,000 , respectively, primarily driven by an increase in the tax expense accrual due to a change in tax rates from the One Big Beautiful Bill Act ("OBBBA").
Excluding the impact of discrete tax items, the Company's effective tax rate was 19 18 % and 17 % for the same periods in 2025, respectively. The increase was primarily due to a greater portion of the Company's pre-tax income being earned in higher tax rate jurisdictions.
The Company has defined its major tax jurisdictions as the United States, Ireland, China, Japan, and Korea, and within the United States, Massachusetts. The statutory tax rate is 12.5 % in Ireland, 25 % in China, 34.8 % in Japan, and 22 % in Korea, compared to the U.S. federal statutory corporate tax rate of 21 %. These foreign tax rate differences resulted in a favorable impact to the effective tax rate for both the three-month and nine-month periods ended October 4, 2026 and September 28, 2025.
The Company’s reserve for income taxes, including gross interest and penalties, was $26,071,000 as of October 4, 2026, of which $23,000,000 was classified as a non-current liability and $3,071,000 was classified as an offset to deferred tax assets. 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.
Within the United States, the tax years 2022 through 2025 remain open to examination by the Internal Revenue Service, and 2021 through 2025 remain open to examination by various state tax authorities. The tax years 2017 through 2025 remain open to examination by various international taxing authorities in other jurisdictions in which the Company operates.
18
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Organization for Economic Cooperation and Development ("OECD") provided model rules for a 15% global minimum tax, known as Pillar Two. Pillar Two has now been enacted by most key non-United States jurisdictions where the Company operates. From 2024 to 2025, the Company met at least one of the tests under the transitional safe harbor exception for all jurisdictions except for the United States. During 2024 and 2025, the Company had favorable treatment under a safe harbor that exempted U.S. multinational entity exposure to top-up tax under Pillar Two, which expired at the end of 2025. In 2026, OECD released the framework for a side-by-side system, providing a permanent solution for multinational entities headquartered in jurisdictions that had not fully adopted the Pillar Two Model Rules into domestic law but have current domestic tax regimes meeting certain requirements, including high statutory tax rates (at least 20%). However, given that uncertainty remains related to the implementation of this arrangement across the various jurisdictions in which the Company operates, the Company anticipates exposure to top-up tax effective January 1, 2026. This minimum tax is treated as a period cost but did not have a material impact on the Company's financial results of operations for the nine-month period ended October 4, 2026. The Company continues to monitor legislative developments.
NOTE 11: Earnings per Share
The following table shows the computation of basic and diluted earnings per share for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025 (in thousands, except per share amounts):
| Three-months Ended | Nine-months Ended | ||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average common and common-equivalent shares outstanding | |||||||||||||||||||||||
| Effect of dilutive stock-based awards | |||||||||||||||||||||||
| Diluted weighted-average common and common-equivalent shares outstanding | |||||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The computation of diluted weighted-average common shares outstanding excludes the following weighted average anti-dilutive stock-based awards outstanding for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025 (in thousands):
| Three-months Ended | Nine-months Ended | ||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | ||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Performance restricted stock units | |||||||||||||||||||||||
| Total weighted average anti-dilutive stock-based awards outstanding | |||||||||||||||||||||||
NOTE 12: Segment Information
The Company operates in one segment, machine vision technology. The Company has a single, company-wide management team that administers operations as a whole rather than as discrete operating segments. The Company’s chief operating decision maker is the chief executive officer, who assesses performance and allocates resources at the corporate level, as compared to the geography, product line, or end market levels. The Company offers a variety of machine vision products that have similar economic characteristics and are distributed by the same sales channels to the same types of customers.
19
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The measure of segment profit or loss for the Company's single segment is net income. Segment expenses were disaggregated based on the information the chief operating decision maker uses to assess performance and allocate resources considering both quantitative and qualitative factors. The following table summarizes significant segment expenses, which represent the difference between segment revenue and segment net income (in thousands):
| Three-months Ended | Nine-months Ended | ||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | October 4, 2026 | September 28, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
Cost of revenue (1) | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Research, development, and engineering expenses | |||||||||||||||||||||||
| Salaries and fringe benefits | |||||||||||||||||||||||
Incentive compensation (2) | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Other segment expenses (3) | |||||||||||||||||||||||
| Total research, development, and engineering expenses | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Salaries and fringe benefits | |||||||||||||||||||||||
Incentive compensation (2) | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
Other segment expenses (3) | |||||||||||||||||||||||
| Total selling, general, and administrative expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Foreign currency gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Other income (expense) | ( | ( | |||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
(1) Cost of revenue includes depreciation and amortization expense (including amortization of acquired technologies) of $3,083,000 and $9,186,000 for the three-month and nine-month periods ended October 4, 2026, respectively, and $3,105,000 and $9,267,000 for the three-month and nine-month periods ended September 28, 2025, respectively.
(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, rent, reorganization charges, and acquisition-related transaction costs, among other less significant expenses.
Segment assets amounted to $2,276,467,000 and $2,016,555,000 as of October 4, 2026 and December 31, 2025, respectively.
20
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13: Business Disposal
On April 1, 2026, the Company completed the divestiture of its Japan-focused trading business, which was originally acquired as part of the acquisition of Moritex in 2023. The disposal group met the definition of a business under ASC 805 as it included inputs and substantive processes that together significantly contributed to the ability to create outputs. The transaction resulted in gross proceeds received from the buyer of ¥1,882,688,000 Japanese Yen ($12,049,000 U.S. Dollars based on the closing-date foreign exchange rate).
Carrying amounts of major assets and liabilities included as part of the disposal group were as follows (in thousands):
| Amount | |||||
| Inventories | $ | ||||
| Goodwill | |||||
| Intangible assets, net (customer relationships) | |||||
| Total assets | $ | ||||
| Accrued expenses (retirement benefit obligation) | $ | ||||
| Total liabilities | $ | ||||
In the first quarter of 2026, the Company recognized a pre-tax loss of ¥240,445,000 Japanese Yen ($1,539,000 U.S. Dollars based on the closing-date foreign exchange rate), which includes direct costs associated with the divestiture of ¥82,895,000 Japanese Yen ($530,000 U.S. Dollars based on the closing-date foreign exchange rate) and is presented within “Other income (expense)” in the Consolidated Statements of Operations for the nine-month period ended October 4, 2026. The transaction did not have a material impact on the Company’s income tax expense or tax position.
The divested business was not considered core to the Company’s operations and its sale does not represent a strategic shift that would have a major effect on the Company’s operations or financial results. For the year ended December 31, 2025, the divested business accounted for approximately 2 % of the Company’s overall revenue. Accordingly, the transaction does not meet the criteria for discontinued operations presentation and as a result, the results of operations of the disposal group are presented within continuing operations for the nine-month period ended October 4, 2026. The business was not a reportable segment and was included within the Company’s single operating segment as described in Note 12, Segment Information.
The Company allocated ¥1,661,888,000 Japanese Yen ($10,636,000 U.S. Dollars based on the closing-date foreign exchange rate) of net customer relationships to the disposal group based on the relative fair value attributable to the disposal group using an income approach, which the Company determined to be the most appropriate basis for allocation as it best reflects the economic benefits and expected future cash flows associated with these relationships. The income approach is consistent with the valuation methodology used in the original acquisition‑date valuation and incorporates management’s best estimates and assumptions that a market participant would consider.
The Company allocated ¥84,563,000 Japanese Yen ($541,000 U.S. Dollars based on the closing-date foreign exchange rate) of goodwill to the disposal group based on its relative fair value compared to the Company’s total fair value. Following the divestiture, the remaining goodwill associated with the continuing reporting unit was supported by a substantial excess of fair value of the reporting unit over its carrying value, and therefore no impairment charge was recognized.
21
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14: Pending Acquisition and Subsequent Events
On September 22, 2026, the Company announced that it entered into a definitive agreement to acquire all of the outstanding shares of RealSense, a leader in depth-sensing cameras and vision technology for robotic perception and physical artificial intelligence, for $500 million in an all-cash transaction, subject to customary adjustments. The Company expects this transaction to close during the fourth quarter of 2026 subject to standard closing conditions and the spinout of RealSense’s Facial Authentication product line into an independent company. Transaction costs incurred to date were expensed as incurred.
On November 4, 2026, the Board declared a cash dividend of $0.09 per share. The dividend is payable on December 3, 2026 to all shareholders of record as of the close of business on November 19, 2026.
22
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain statements made in this report, as well as oral statements made by Cognex Corporation ("Cognex", "we", "us", "our", or the "Company") from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Readers can identify these forward-looking statements by our use of the words "expects," "anticipates," "estimates," "potential," "believes," "projects," "intends," "plans," "aims," "will," "may," "shall," "could," "should," "opportunity," "goal," "objective," "target," "milestone" and similar words and other statements of a similar sense. These statements are based on our current estimates and expectations as to prospective events and circumstances, which may or may not be in our control and as to which there can be no firm assurances given. These forward-looking statements, which include statements regarding business and market trends, future financial performance, financial targets, milestones and related timing expectations, the closing, timing, integration, and expected results from acquired businesses, including RealSense, Inc. ("RealSense"), the impact of tariffs, customer demand and order rates and timing of related revenue, future product or revenue mix, research and development activities, sales and marketing activities including our salesforce transformation, new product offerings, innovation and product development activities, customer acceptance of our products, commercial partnerships, capital expenditures, cost management activities including expected annualized operating expense reductions, investments, liquidity, dividends and stock repurchases, strategic and growth plans and opportunities, financial and operating models, and estimated tax benefits and expenses, changes in tax legislation, and other tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) the technological obsolescence of current products, the inability to develop new products, and the inability to achieve growth through expanding and adjacent markets; (2) the impact of competitive pressures; (3) the inability to attract and retain skilled employees and effectively plan for succession, while maintaining our unique corporate culture; (4) the failure to properly manage the timely manufacturing and distribution of high-quality products and services; (5) economic, political, and other risks associated with international sales and operations, including the impact of trade disputes, the imposition of tariffs, the economic climate in China, and the wars and conflicts involving Iran, Ukraine, and Israel and those that may arise in the future in the geographies where we conduct business; (6) challenges in closing, integrating, and achieving expected results from acquired businesses, including RealSense, as well as exposure to potential liabilities and increased costs from acquired businesses; (7) uncertainty surrounding our future capital needs; (8) the inability to effectively scale our operations and salesforce to support a significantly expanded and diverse customer base in an increasing number of geographies; (9) information security breaches and other cybersecurity threats, including through the emergence of agentic AI; (10) the failure to comply with laws or regulations relating to data privacy, data protection, artificial intelligence, or other automated technologies; (11) the inability to protect our proprietary technology and data, as well as our intellectual property; (12) the inability to manage direct and indirect disruptions to our supply chain, which could cause delays in obtaining components for our products at reasonable prices, including memory chips; (13) the loss of, or curtailment of purchases by, large customers in the logistics, consumer electronics, or automotive end markets; (14) challenges in accurately forecasting our financial results due to seasonal and cyclical variations in customer purchasing patterns and economic and market volatility; (15) potential impairment charges with respect to our investments or acquired intangible assets; (16) exposure to additional tax liabilities, increases and fluctuations in our effective tax rate, and other tax matters; (17) fluctuations in foreign currency exchange rates and the use of derivative instruments; (18) unfavorable global economic conditions, including, without limitation, increases in interest rates, elevated inflation rates, and recession risks; (19) business disruptions from natural or man-made disasters, public health crises, or other events outside our control; (20) stock price volatility; (21) our involvement in time-consuming and costly litigation or activist shareholder activities; and (22) the failure to effectively transform our operating model, manage our expenses, and achieve expected cost reductions. The foregoing list should not be construed as exhaustive and we encourage readers to refer to the detailed discussion of risk factors included in Part I - Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Annual Report"), as updated by Part II - Item 1A of this Quarterly Report on Form 10-Q (this "Quarterly Report"). The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to subsequently revise forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such statements are made.
Executive Overview
Cognex makes advanced machine vision easy, paving the way for manufacturing and distribution companies to become faster, smarter, and more efficient through automation. We are a global technology leader in industrial machine vision systems that seek to improve efficiency and help solve critical manufacturing and distribution
23
challenges, providing support across a diverse set of industrial end markets. In addition to revenue derived from the sale of machine vision products, the Company also generates revenue by providing maintenance and support, consulting, and training services to its customers; however, service revenue accounted for less than 10% of total revenue for all periods presented.
Machine vision is used in a variety of end markets where technology is widely recognized as an important component of automated production, distribution, and quality assurance. Virtually every manufacturer or distributor can achieve better quality and efficiency by using machine vision. This results in a broad base of potential customers across a variety of end markets, including logistics, consumer electronics, automotive, packaging, and semiconductor.
Revenue for the third quarter of 2026 totaled $313,387,000, representing an increase of 13% over the third quarter of 2025 due to broad-based strength across most major end markets. Gross margin as a percentage of revenue was 71% for the third quarter of 2026 as compared to 68% for the same quarter in 2025 due to a more favorable mix and higher sales volume, which improved fixed-cost absorption. Operating expenses for the third quarter of 2026 decreased 7% from the third quarter of 2025 due primarily to savings from continued cost management activities.
Operating income increased to 32% of revenue for the third quarter of 2026 as compared to 21% of revenue for the third quarter of 2025 due to operating leverage achieved from revenue growth, strong gross margins, and disciplined cost management. Net income increased to 27% of revenue, or $0.50 per diluted share, for the third quarter of 2026, as compared to 6% of revenue, or $0.10 per diluted share, for the same quarter in 2025. Net income in the third quarter of 2025 was impacted by significantly higher income tax expense from a discrete tax expense of approximately $33 million resulting from the One Big Beautiful Bill Act ("OBBBA").
Results of Operations
As foreign currency exchange rates are a factor in understanding period-to-period comparisons, we believe the presentation of our results on a constant-currency basis in addition to reported results improves investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We also use results on a constant-currency basis as one measure to evaluate our performance. Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. We generally refer to such amounts calculated on a constant-currency basis as excluding the impact of foreign currency exchange rate changes. Results on a constant-currency basis are not in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and should be considered in addition to, and not a substitute for, results prepared in accordance with U.S. GAAP.
Revenue
Revenue increased by $36,495,000, or 13%, for the three-month period in 2026 and increased by $131,066,000, or 18%, for the nine-month period in 2026 as compared to the same periods in 2025. In the third quarter of 2025, the Company recognized approximately $13 million of one-time revenue related to a strategic channel partnership in the medical lab automation industry upon the transfer of software access and inventories to this partner. Excluding the impact of foreign currency exchange rate changes, which resulted in a higher level of total revenue for the nine-month period, and the one-time revenue related to the strategic channel partnership in the third quarter of 2025, revenue increased by 19% for the three-month period in 2026 and increased by 18% for the nine-month period in 2026 as compared to the same periods in 2025. The increases were due to broad-based higher demand across most major end markets.
24
The following table sets forth our disaggregated revenue information by geographic area based upon the customer's country of domicile (in thousands) for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, respectively.
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | $ Change | % Change | October 4, 2026 | September 28, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Americas | $ | 135,317 | $ | 104,513 | $ | 30,804 | 29 | % | $ | 373,655 | $ | 296,499 | $ | 77,156 | 26 | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 43 | % | 38 | % | 43 | % | 40 | % | ||||||||||||||||||||||||||||||||||||||||||
| Europe | $ | 59,893 | $ | 74,687 | $ | (14,794) | (20) | % | $ | 182,599 | $ | 190,640 | $ | (8,041) | (4) | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 19 | % | 27 | % | 21 | % | 26 | % | ||||||||||||||||||||||||||||||||||||||||||
| Greater China | $ | 66,935 | $ | 49,708 | $ | 17,227 | 35 | % | $ | 170,819 | $ | 121,502 | $ | 49,317 | 41 | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 21 | % | 18 | % | 20 | % | 16 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other Asia | $ | 51,242 | $ | 47,984 | $ | 3,258 | 7 | % | $ | 146,014 | $ | 133,380 | $ | 12,634 | 9 | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 16 | % | 17 | % | 17 | % | 18 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 313,387 | $ | 276,892 | $ | 36,495 | 13 | % | $ | 873,087 | $ | 742,021 | $ | 131,066 | 18 | % | ||||||||||||||||||||||||||||||||||
Changes in revenue from a geographic perspective were as follows:
•Revenue from customers based in the Americas increased by 29% for the three-month period in 2026 and increased by 26% for the nine-month period in 2026 as compared to the same periods in 2025 due to stronger performance across major end markets. Revenue from customers based in the Americas also benefitted from consumer electronics customer procurement changes as purchases shifted from entities based in Europe to the Americas. These increases were partially offset by the one-time revenue from the strategic channel partnership in the third quarter of 2025 mentioned above, which primarily impacted the Americas region.
•Revenue from customers based in Europe decreased by 20% for the three-month period in 2026 and decreased by 4% for the nine-month period in 2026 as compared to the same periods in 2025. Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Europe decreased by 19% for the three-month period and decreased by 8% for the nine-month period. The decreases were driven by the consumer electronics customer procurement shift from Europe to the Americas and the one-time revenue from the strategic channel partnership in the third quarter of 2025 mentioned above, as well as ongoing softness in the automotive end market, although the rate of decline moderated.
•Revenue from customers based in Greater China increased by 35% for the three-month period in 2026 and increased by 41% for the nine-month period in 2026 as compared to the same periods in 2025. Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Greater China increased by 29% for the three-month period and increased by 35% for the nine-month period primarily due to higher revenue from customers in the consumer electronics and semiconductor end markets.
•Revenue from customers based in other countries in Asia increased by 7% for the three-month period in 2026 and increased by 9% for the nine-month period in 2026 as compared to the same periods in 2025. Excluding the impact of foreign currency exchange rate changes, revenue from customers based in other countries in Asia increased by 12% for the three-month period and increased by 13% for the nine-month period primarily due to higher revenue from customers in the semiconductor end market. These increases were partially offset by a decrease in revenue from customers in the packaging end market resulting primarily from the divestiture of the Company's Japan-focused trading business on April 1, 2026 (refer to Note 13 of the Consolidated Financial Statements). Excluding the impact of this divested business, revenue from customers based in other countries in Asia increased by 23% for both the three-month and nine-month periods.
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Gross Profit
The following table sets forth our gross profit (in thousands) for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, respectively.
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | $ Change | % Change | October 4, 2026 | September 28, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 221,743 | $ | 187,290 | $ | 34,453 | 18 | % | $ | 618,455 | $ | 499,489 | $ | 118,966 | 24 | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 71 | % | 68 | % | 71 | % | 67 | % | ||||||||||||||||||||||||||||||||||||||||||
Gross margin was 71% for the three-month and nine-month periods in 2026 as compared to 68% and 67%, respectively, for the same periods in 2025. The increases were primarily due to more favorable mix, higher sales volume that improved fixed-cost absorption, and the favorable impact of higher average selling prices. These benefits more than offset the unfavorable impact of higher inventory purchase costs, primarily memory costs.
Operating Expenses
The following table sets forth our operating expenses (in thousands) for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, respectively.
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | $ Change | % Change | October 4, 2026 | September 28, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Research, development, and engineering expenses | $ | 33,897 | $ | 35,081 | $ | (1,184) | (3) | % | $ | 103,313 | $ | 102,910 | $ | 403 | — | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 11 | % | 13 | % | 12 | % | 14 | % | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | 87,024 | $ | 94,444 | $ | (7,420) | (8) | % | $ | 268,930 | $ | 269,289 | $ | (359) | — | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 28 | % | 34 | % | 31 | % | 36 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 120,921 | $ | 129,525 | $ | (8,604) | (7) | % | $ | 372,243 | $ | 372,199 | $ | 44 | — | % | ||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 39 | % | 47 | % | 43 | % | 50 | % | ||||||||||||||||||||||||||||||||||||||||||
Research, Development, and Engineering Expenses
Research, development, and engineering ("RD&E") expenses decreased by $1,184,000, or 3%, for the three-month period in 2026 and remained relatively flat for the nine-month period in 2026 as compared to the same periods in 2025. For the three-month period, the decrease was primarily due to savings from continued cost management activities. For the nine-month period, the unfavorable impact of foreign exchange rates offset savings from cost management activities.
RD&E expenses as a percentage of revenue were 11% and 12% for the three-month and nine-month periods in 2026 as compared to 13% and 14%, respectively, for the same periods in 2025. We believe that a continued commitment to RD&E activities is essential to maintain or achieve product leadership with our existing products and to provide innovative new product offerings, as well as to provide engineering support for large customers. These percentages are impacted by revenue levels and investment cycles.
Selling, General, and Administrative Expenses
Selling, general, and administrative ("SG&A") expenses decreased by $7,420,000, or 8%, for the three-month period in 2026 and remained relatively flat for the nine-month period in 2026 as compared to the same periods in 2025. For the three-month period, the decrease was primarily due to savings from continued cost management activities, partially offset by higher sales commissions and approximately $2.5 million of transaction costs recorded in the third quarter of 2026 related to the Company’s pending acquisition of RealSense that is expected to close in the fourth quarter of 2026 (refer to Note 14 of the Consolidated Financial Statements). For the nine-month period, the unfavorable impact of foreign exchange rates also offset savings from cost management activities.
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Non-operating Income (Expense)
The following table sets forth our non-operating income (expense) (in thousands) for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, respectively.
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | $ Change | % Change | October 4, 2026 | September 28, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency gain (loss) | $ | (744) | $ | 840 | $ | (1,584) | (189) | % | $ | (2,951) | $ | (3,116) | $ | 165 | (5) | % | ||||||||||||||||||||||||||||||||||
| Investment income, net | $ | 3,358 | $ | 4,197 | $ | (839) | (20) | % | $ | 13,285 | $ | 12,227 | $ | 1,058 | 9 | % | ||||||||||||||||||||||||||||||||||
| Other income (expense) | $ | (146) | $ | 61 | $ | (207) | (339) | % | $ | (2,199) | $ | 2,322 | $ | (4,521) | (195) | % | ||||||||||||||||||||||||||||||||||
| Total non-operating income (expense) | $ | 2,468 | $ | 5,098 | $ | (2,630) | (52) | % | $ | 8,135 | $ | 11,433 | $ | (3,298) | (29) | % | ||||||||||||||||||||||||||||||||||
The Company recorded foreign currency losses of $744,000 and $2,951,000 for the three-month and nine-month periods in 2026, respectively, and a gain of $840,000 and a loss of $3,116,000 for the same periods in 2025. Foreign currency gains and losses in each period resulted primarily from the revaluation and settlement of assets and liabilities that are denominated in currencies other than the functional currency of the Company, which is the U.S. Dollar, or its subsidiaries.
Investment income decreased by $839,000, or 20%, for the three-month period and increased by $1,058,000, or 9%, for the nine-month period in 2026 as compared to the same periods in 2025. Late in the third quarter of 2026, the Company sold investments, primarily corporate bonds, generating approximately $330 million of cash at a net loss of $2,407,000, which partially offset investment income during the period. The proceeds from these sales, along with existing cash balances, are intended to fund the pending acquisition of RealSense that is expected to close in the fourth quarter of 2026 (refer to Note 14 of the Consolidated Financial Statements).
The Company recorded other expense of $146,000 and $2,199,000 for the three-month and nine-month periods in 2026, respectively, and other income of $61,000 and $2,322,000 for the same periods in 2025. Other expense for the nine-month period in 2026 included a pre-tax loss of $1,539,000 related to the divestiture of the Company's Japan-focused trading business (refer to Note 13 of the Consolidated Financial Statements). Other income for the nine-month period in 2025 included a one-time, net Employee Retention Credit of $2,119,000 from the U.S. Internal Revenue Service to refund payroll taxes paid during the COVID-19 pandemic.
Income Tax Expense
The following table sets forth income tax information (in thousands) for the three-month and nine-month periods ended October 4, 2026 and September 28, 2025, respectively.
| Three-months Ended | Nine-months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
| October 4, 2026 | September 28, 2025 | $ Change | % Change | October 4, 2026 | September 28, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ | 103,290 | $ | 62,863 | $ | 40,427 | 64 | % | $ | 254,347 | $ | 138,723 | $ | 115,624 | 83 | % | ||||||||||||||||||||||||||||||||||
| Income tax expense | $ | 18,470 | $ | 45,199 | $ | (26,729) | (59) | % | $ | 45,067 | $ | 56,945 | $ | (11,878) | (21) | % | ||||||||||||||||||||||||||||||||||
| Effective income tax rate | 18 | % | 72 | % | 18 | % | 41 | % | ||||||||||||||||||||||||||||||||||||||||||
The Company’s effective tax rate was 18% for the three-month and nine-month periods in 2026, respectively, and 72% and 41% for the same periods in 2025. The Company recorded net discrete tax benefits of $1,454,000 and $2,184,000 for the three-month and nine-month periods in 2026, respectively, compared to net discrete tax expenses of $33,650,000 and $33,132,000 for the same periods in 2025.
In the third quarter of 2025, tax legislation known as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. OBBBA modifies certain international tax provisions such as the tax on Global Intangible Low Taxed Income (“GILTI”) and renames GILTI as Net CFC Tested Income (“NCTI”). The Company records NCTI taxes on a deferred basis, and as a result of OBBBA’s enactment, accrued a discrete tax expense of $33,265,000 to increase its deferred tax liability during the third quarter of 2025.
Excluding the impact of discrete tax items, the Company's effective tax rate was 19% for the three-month and nine-month periods in 2026, respectively, and 18% and 17% for the same periods in 2025. The increase was primarily due to a greater portion of the Company's pre-tax income being earned in higher tax rate jurisdictions.
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Liquidity and Capital Resources
The Company has historically been able to generate positive cash flow from operations, which has funded its operating activities and other cash requirements and resulted in an accumulated cash and investment balance of $845,984,000 as of October 4, 2026. The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments to maintain liquidity and safety of its investment portfolio.
Operating Activities
Net cash provided by operating activities totaled $220,661,000 for the nine-month period in 2026 as compared to $170,612,000 for the same period in 2025. The increase in operating cash inflow from the prior year was driven by stronger business performance. This increase was partially offset by higher working capital requirements associated with revenue growth, primarily higher accounts receivable balances and inventory purchases.
Investing Activities
Net cash provided by investing activities totaled $222,008,000 for the nine-month period in 2026 as compared to net cash provided by investing activities of $47,624,000 for the same period in 2025. The increase in investing cash inflow from the prior year was due to the liquidation of a portion of the Company’s investment portfolio late in the third quarter of 2026 generating approximately $330 million in cash intended to fund, along with existing cash balances, the pending acquisition of RealSense. This transaction is expected to close in the fourth quarter of 2026 for approximately $500 million, subject to customary adjustments (refer to Note 14 of the Consolidated Financial Statements).
Investing activities included capital expenditures that totaled $6,928,000 for the nine-month period in 2026 as compared to $6,147,000 for the same period in 2025. Capital expenditures in each period consisted primarily of investments in business systems, manufacturing test equipment related to new product introductions, and building and leasehold improvements.
Investing activities for the nine-month period in 2026 also included net proceeds of $11,519,000 from the divestiture of the Company's Japan-focused trading business (refer to Note 13 of the Consolidated Financial Statements).
Financing Activities
Net cash used in financing activities totaled $11,659,000 for the nine-month period in 2026 and $169,197,000 for the same period in 2025. The decrease in financing cash outflow from the prior year was due to higher proceeds from stock option exercises during the nine-month period in 2026.
In March 2022, the Company's Board of Directors (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 other periods, the Company repurchased 2,501,000 shares at a total cost of $105,231,000 during the nine-month period in 2026, leaving a remaining balance of $9,789,000 as of October 4, 2026. On February 11, 2026, the Board authorized the repurchase of up to 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 Board declared and paid cash dividends of $0.085 per share for the first, second, and third quarters of 2026, totaling $42,763,000. 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.
Future Cash Requirements
As of October 4, 2026, the Company had inventory purchase commitments of $64,337,000, with the majority payable within twelve months, and lease payment obligations of $85,633,000, with $16,258,000 payable within twelve months.
On September 22, 2026, the Company announced that it entered into a definitive agreement to acquire RealSense, a leader in depth-sensing cameras and vision technology for robotic perception and physical artificial intelligence, for $500 million in an all-cash transaction, subject to customary adjustments. The Company also expects to provide a three-year approximately $56.5 million cash retention program at target, and up to a maximum of $69 million, for RealSense employees, subject to performance modifiers. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, with the purchase price financed entirely from existing cash and investments (refer to Note 14 of the Consolidated Financial Statements).
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We believe that the Company's existing cash and investment balances, together with cash flow from operations, will be sufficient to meet its operating, investing, and financing activities for the next twelve months, including the assumption that the Company completes its acquisition of RealSense. In addition, the Company has no long-term debt. We believe that our strong cash position has put us in a relatively good position with respect to anticipated longer-term liquidity needs.
New Pronouncements
Refer to Part I - Note 2 within this Quarterly Report for a full description of recently issued accounting pronouncements including the expected dates of adoption and the expected impact on the financial position and results of operations of the Company.
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the Company’s exposures to market risk since December 31, 2025 as disclosed in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in the Annual Report.
ITEM 4: CONTROLS AND PROCEDURES
As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that such disclosure controls and procedures were effective as of that date.
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended October 4, 2026 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Various claims and legal proceedings generally incidental to the normal course of business are pending or threatened on behalf of or against the Company. While we cannot predict the outcome of these matters, we believe that any liability arising from them will not have a material adverse effect on our financial position, liquidity, or results of operations.
ITEM 1A. RISK FACTORS
For a list of factors that could affect the Company’s business, results of operations, and financial condition, see the risk factors discussion provided in Part I—Item 1A of the Annual Report. The following information updates, and should be read in conjunction with, Part I - Item 1A of the Annual Report:
We may be unable to complete our pending acquisition of RealSense in a timely manner or at all, and we will incur significant costs whether or not the acquisition is completed.
The pending acquisition of RealSense is subject to various closing conditions, many of which are outside of our control. The failure to satisfy the required conditions could delay or prevent the completion of the closing of such acquisition. Additionally, the parties may terminate the definitive purchase agreement under certain circumstances. Any failure or delay in completing such acquisition could prevent us from realizing some or all of the anticipated benefits or synergies of such acquisition within the expected timeframe or at all. There can be no assurance that the conditions to the closing of such acquisition will be satisfied or waived, or that such acquisition will be completed on the terms or within the timeframe currently contemplated. Furthermore, we have incurred and will continue to incur costs relating to the pending acquisition, and many of these costs are payable by us whether or not the acquisition is completed.
The use of a substantial portion of our available cash to finance the pending acquisition of RealSense may have an adverse impact on our business and financial condition.
On September 22, 2026, we announced our entry into a definitive agreement to acquire RealSense for $500 million in an all-cash transaction, subject to customary adjustments. Late in the third quarter of 2026, we sold investments, primarily corporate bonds, generating approximately $330 million of cash intended to fund, together with cash on hand, the purchase price. We also expect to provide a three-year approximately $56.5 million cash retention program at target, and up to a maximum of $69 million, for RealSense employees, subject to performance modifiers, as well as to grant restricted stock units valued at approximately $50.0 million under our existing 2023 Stock Option and Incentive Plan dependent on the grant-date share price. The use of a substantial portion of our available cash to finance the pending acquisition of RealSense may have an adverse impact on our liquidity, limit our flexibility in responding to other business opportunities, and increase our vulnerability to adverse economic and industry conditions.
Implementation of our acquisition strategy may not be successful, which could affect our ability to increase our revenue or profitability and may otherwise adversely affect our business.
We have acquired, and may continue to acquire, new businesses and technologies. In 2023, we completed our acquisition of Moritex Corporation, a global provider of premium optical components based in Japan, for an enterprise value of approximately $270 million. In the third quarter of 2026, we announced our entry into a definitive agreement to acquire RealSense, a global provider of depth-sensing cameras and vision technology for robotic perception and physical artificial intelligence, for approximately $500 million. The Company expects this transaction to close during the fourth quarter of 2026. The Moritex acquisition, the pending RealSense acquisition, and acquisitions in general, may involve significant risks and uncertainties, which could include, among others:
•the diversion of management's attention from other operational matters,
•the inability to realize expected synergies or other benefits resulting from the acquisition, including the failure to achieve projected sales of acquired products,
•difficulties or delays integrating personnel, operations, technologies, products, processes, and systems of the acquired business, particularly in locations far from the Company's headquarters,
•the failure to retain key talent and difficulties integrating corporate cultures,
•entry into markets in which we may have limited prior experience and where competitors have stronger market positions,
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•the inability to protect and secure acquired intellectual property or confidential information,
•difficulties or delays completing the development of acquired in-process technology,
•the failure to retain key customers,
•the impairment of acquired intangible assets resulting from lower-than-expected cash flows from the acquired assets,
•acquisition-related charges, which could adversely impact operating results and cash flows in any given period and could be substantially different from period to period,
•difficulties with implementing internal controls and accounting systems necessary to be compliant with requirements applicable to public companies subject to SEC reporting, and
•difficulties with closing a transaction due to regulatory approvals, employment matters, required consents, litigation, pre-closing spinouts or other challenges, which could increase costs and prevent the acquisition from being completed within the expected timeframe, or from being completed at all.
Acquisitions are inherently risky and the inability to effectively manage these risks could have a material adverse effect on our operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth information with respect to purchases by the Company of shares of its common stock during the three-month period ended October 4, 2026:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||
| July 06, 2026 - August 02, 2026 | — | — | — | 509,789,000 | |||||||||||||||||||
| August 03, 2026 - August 30, 2026 | — | — | — | 509,789,000 | |||||||||||||||||||
| August 31, 2026 - October 04, 2026 | — | — | — | 509,789,000 | |||||||||||||||||||
| Total | — | $ | — | — | $ | 509,789,000 | |||||||||||||||||
(1) 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"). Purchases under the Program commenced in March 2022. On February 11, 2026, the Board authorized the repurchase of up to an additional $ | |||||||||||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended October 4, 2026, none of the Company's directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted terminated
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ITEM 6. EXHIBITS
| Exhibit Number | ||||||||
| 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 | |||||||
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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: | November 5, 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) | ||||||||||||||
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