[8-K] COGNEX CORP Reports Material Event

Rhea-AI Filing Summary

Cognex Corporation reported that its Audit Committee selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to completion of KPMG’s standard client acceptance procedures and execution of an engagement letter. Grant Thornton LLP remains engaged for the year ending December 31, 2025. Grant Thornton’s reports for 2023 and 2024 contained no adverse opinions or disclaimers, and the Company disclosed no disagreements or reportable events through October 29, 2025. A Grant Thornton letter confirming these statements is filed as Exhibit 16.1.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 29, 2025

Date of Report (date of earliest event reported)

___________________________________

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. ☐

Item 4.01 - Changes in Registrant’s Certifying Accountant

On October 29, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of Cognex Corporation (the “Company”) notified Grant Thornton LLP (“GT”), the Company’s independent registered public accounting firm, that the Audit Committee selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, subject to the completion of KPMG’s standard client acceptance procedures and execution of an engagement letter.

Over the past three years, the Audit Committee has been taking a number of steps towards a potential audit firm rotation. The Audit Committee invited several registered public accounting firms to participate in this process. Following an extensive evaluation process, the Audit Committee chose KPMG. GT was previously engaged to audit the Company’s consolidated financial statements for the year ending December 31, 2025. The appointment of KPMG does not affect GT’s engagement for the year ending December 31, 2025.

GT’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 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, 2023 and 2024, and the subsequent interim period through October 29, 2025, 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 Securities and Exchange Commission stating whether it agrees with the above statements. A copy of GT’s letter, dated November 3, 2025, is filed as Exhibit 16.1 to this Form 8-K.

During the fiscal years ended December 31, 2023 and 2024 and the subsequent interim period through October 29, 2025, 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 3rd day of November, 2025.

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

FAQ

What change in auditor did CGNX announce?

The Audit Committee selected KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, subject to acceptance procedures and an engagement letter.

Who is CGNX’s auditor for fiscal 2025?

Grant Thornton LLP remains engaged to audit the year ending December 31, 2025.

Were there any disagreements with Grant Thornton?

The Company reported no disagreements and no reportable events through October 29, 2025.

What was the opinion on CGNX’s 2023 and 2024 financials?

Grant Thornton’s reports for 2023 and 2024 contained no adverse opinion or disclaimer, and were not qualified or modified.

Did CGNX consult KPMG before selection?

The Company stated it did not consult KPMG on accounting principles, audit opinions, disagreements, or reportable events during 2023–2024 and through October 29, 2025.

Is there supporting correspondence from Grant Thornton?

Yes. A letter from Grant Thornton dated November 3, 2025 is filed as Exhibit 16.1.