COGNEX CORP

Current 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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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:

Current report

•the diversion of management's attention from other operational matters,

Current report

•the inability to realize expected synergies or other benefits resulting from the acquisition, including the failure to achieve projected sales of acquired products,

Current report

•difficulties or delays integrating personnel, operations, technologies, products, processes, and systems of the acquired business, particularly in locations far from the Company's headquarters,

Current report

•the failure to retain key talent and difficulties integrating corporate cultures,

Current report

•entry into markets in which we may have limited prior experience and where competitors have stronger market positions,

Current report

•the inability to protect and secure acquired intellectual property or confidential information,

Current report

•difficulties or delays completing the development of acquired in-process technology,

Current report

•the failure to retain key customers,

Current report

•the impairment of acquired intangible assets resulting from lower-than-expected cash flows from the acquired assets,

Current report

•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,

Current report

•difficulties with implementing internal controls and accounting systems necessary to be compliant with requirements applicable to public companies subject to SEC reporting, and

Current report

•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.

Current report

Acquisitions are inherently risky and the inability to effectively manage these risks could have a material adverse effect on our operating results.