Cognex Corporation filed a Form 8-K with the SEC on September 22, 2026, disclosing a definitive agreement to acquire RealSense, Inc. in an all-cash transaction valued at $500 million.

Key Highlights

  • Purchase price: $500 million, subject to customary adjustments, to be funded entirely from Cognex's existing cash and investments.
  • Expected closing: The transaction is expected to close during the fourth quarter of 2026, subject to customary closing conditions.
  • RSU retention grants: Cognex intends to grant RSUs with an economic value of between $45 million and $55 million to RealSense employees under its existing 2023 Stock Option and Incentive Plan.
  • Cash retention payments: The company expects to provide up to $69 million in cash retention payments to RealSense employees over three years, with up to $25 million subject to performance modifiers.
  • RSU vesting schedule: Approximately 20% on the first anniversary, approximately 30% on the second anniversary, and approximately 50% on the third anniversary of the grant date.
  • RealSense description: According to the filing, RealSense is described as "a leader in depth-sensing cameras and vision technology for robotic perception and physical artificial intelligence."

Cognex's All-Cash Acquisition of RealSense: Terms and Retention Structure

Cognex Corporation (NASDAQ:CGNX) disclosed on September 22, 2026, that it has agreed to acquire RealSense, Inc. in an all-cash transaction for $500 million, subject to customary adjustments. According to the filing, the purchase price will be funded entirely from the company's existing cash and investments on its balance sheet, with no external financing indicated. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions.

The filing also outlines a retention program designed to retain RealSense employees following the close of the acquisition. Cognex reported that it intends to grant restricted stock units with an economic value of between $45 million and $55 million, depending on the company's share price on the grant date, under its existing 2023 Stock Option and Incentive Plan. These RSUs are expected to vest over three years at the rates specified above. In addition, Cognex disclosed plans to provide up to $69 million in cash retention payments over three years, of which up to $25 million is subject to performance modifiers.

The filing notes that both RSUs and cash retention payments require continuous employment through the applicable vesting and payment dates. For certain key employees, the filing states that time-based RSUs and retention payments may accelerate and become due if the company terminates employment without cause or if the employee resigns for good reason. The filing includes cautionary language noting that the acquisition may not be completed in a timely manner or at all, and that the company may not achieve anticipated benefits, among other risks.

What Was Disclosed

Cognex filed an 8-K on September 22, 2026, disclosing its agreement to acquire RealSense, Inc. for $500 million in cash, along with details of a multi-year RSU and cash retention program totaling up to approximately $124 million for RealSense employees.