Cognex (NASDAQ: CGNX) shifts 2026 audit mandate from Grant Thornton to KPMG

Rhea-AI Filing Summary

Cognex Corporation filed an amended report to update details on its change of independent auditor. The Audit Committee selected KPMG LLP as auditor for the fiscal year ending December 31, 2026, replacing Grant Thornton LLP after Grant Thornton completed its audit of the 2025 financial statements on February 13, 2026.

Grant Thornton’s reports on Cognex’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements or reportable events with Grant Thornton and states it did not consult KPMG on specific accounting issues or audit opinions during 2024, 2025, or through February 13, 2026.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000851205TRUE00008512052025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K/A

(Amendment No. 1)

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 29, 2025

___________________________________

Cognex Corporation

(Exact name of registrant as specified in its charter)

___________________________________

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

___________________________________

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

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

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

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

Emerging growth company    ☐

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

Explanatory Note

Cognex Corporation (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K (the “Original Form 8-K”) filed with the Securities and Exchange Commission (the “Commission”) on November 3, 2025, to report that Grant Thornton LLP (“GT”) has completed its audit services for the fiscal year ended December 31, 2025 and to update the disclosures required by Item 304 of Regulation S-K through the effective date of GT’s dismissal. As disclosed in the Original Form 8-K, KPMG LLP (“KPMG”) was selected as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.

Item 4.01 - Changes in Registrant’s Certifying Accountant

On October 29, 2025, the Audit Committee of the Board of Directors of the Company notified GT, the Company’s then independent registered public accounting firm, that the Audit Committee selected KPMG as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, subject to completion of KPMG’s standard client acceptance procedures and execution of an engagement letter. GT was previously engaged to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. The appointment of KPMG did not affect GT’s engagement for the fiscal year ending December 31, 2025. GT was dismissed as the Company’s independent registered public accounting firm upon completion of its audit services on February 13, 2026.

GT’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Further, during the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through February 13, 2026, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and GT on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to GT’s satisfaction, would have caused GT to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company requested that GT furnish a letter addressed to the Commission stating whether it agrees with the above statements. A copy of GT’s letter, dated February 19, 2026, is filed as Exhibit 16.1 to this Amendment No. 1 to Form 8-K.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through February 13, 2026, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
16.1						Letter from Grant Thornton LLP
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 19th day of February, 2026.

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

FAQ

What auditor change did Cognex (CGNX) disclose in this 8-K/A?

Cognex disclosed that its Audit Committee selected KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, replacing Grant Thornton LLP after Grant Thornton completed the 2025 audit and was dismissed on February 13, 2026.

Did Grant Thornton issue any qualified opinions on Cognex (CGNX) financials?

Grant Thornton’s reports on Cognex’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinion, no disclaimer of opinion, and no qualifications or modifications regarding uncertainty, audit scope, or accounting principles.

Were there any disagreements between Cognex (CGNX) and Grant Thornton?

Cognex states there were no disagreements with Grant Thornton under Item 304(a)(1)(iv) of Regulation S-K regarding accounting principles, financial statement disclosure, or audit scope during 2024, 2025, or the interim period through February 13, 2026.

Did Cognex (CGNX) report any reportable events with Grant Thornton?

Cognex reports there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2025 and 2024, or during the interim period through February 13, 2026 while Grant Thornton served as auditor.

Did Cognex (CGNX) consult KPMG on accounting issues before the appointment?

Cognex states that during 2024, 2025, and through February 13, 2026, neither the company nor anyone on its behalf consulted KPMG on specific accounting principles, potential audit opinions, disagreements, or reportable events related to its financial statements.

What exhibit did Cognex (CGNX) file from Grant Thornton in this amendment?

Cognex filed Exhibit 16.1, a letter from Grant Thornton LLP addressed to the SEC indicating its position on the company’s disclosures. The amendment also includes Exhibit 104, the cover page interactive data file with embedded Inline XBRL tags.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-16.1 EX-16.1 1.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 5.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.9 KB