CRNC / Cerence Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

Cerence AI Delivers Strong Q2 FY26 Results with Revenue Above Guidance; Raises and Refines Full-Year Outlook Headlines • Exceeded Q2 expectations with $64.2 million in revenue and $7.2 million in Adjusted EBITDA, both above the high end of guidance;

q2fy26cerenceaipressrele Cerence AI Delivers Strong Q2 FY26 Results with Revenue Above Guidance; Raises and Refines Full-Year Outlook Headlines • Exceeded Q2 expectations with $64.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o 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: 0

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 Date of Report (Date of earliest event reported): May 7, 2026 CERENCE INC. (Exact n

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 Date of Report (Date of earliest event reported): May 7, 2026 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

CERENCE INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of April 28, 2023 ARTICLE I Offices

EXHIBIT 3.2 CERENCE INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of April 28, 2023 ARTICLE I Offices SECTION 1.1 Registered Office. The registered office of Cerence Inc. (hereinafter, the “Corporation”) in the State of Delaware shall be at 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801, and the registered agent shall be Corporation Trust Compan

CERENCE INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS This Amendment No. 1 to the Second Amended and Restated By-Laws (as amended, the “By- laws”) of Cerence Inc., a Delaware corporation (the “Corporation”), is effective as of April 30,

EXHIBIT 3.3 CERENCE INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS This Amendment No. 1 to the Second Amended and Restated By-Laws (as amended, the “By- laws”) of Cerence Inc., a Delaware corporation (the “Corporation”), is effective as of April 30, 2025. ARTICLE V, SECTION 5.10 of the By-laws entitled “Controller” is hereby amended and restated in its entirety to read as follows: SEC

The First State

EXHIBIT 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CERENCE INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF OCTOBER, A.D. 2019, AT 9:27 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID RESTATED CERTIFICATE IS THE

Cerence Q2 May 7, 2026 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer Forward-Looking Statements Statements in this presentation as well as oral statements made by Cerence management from time to time, regarding: Cere

q2fy26cerenceaiearningsd Cerence Q2 May 7, 2026 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer Forward-Looking Statements Statements in this presentation as well as oral statements made by Cerence management from time to time, regarding: Cerence’s future performance, results and financial condition; expected growth, profitability and cash flow; outlook and momentum

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 Date of Report (Date of earliest event reported): February 12, 2026 CERENCE INC. (E

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 Date of Report (Date of earliest event reported): February 12, 2026 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

The First State

EXHIBIT 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CERENCE INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF OCTOBER, A.D. 2019, AT 9:27 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID RESTATED CERTIFICATE IS THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 OR o 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

CERENCE INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of April 28, 2023 ARTICLE I Offices

EXHIBIT 3.2 CERENCE INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of April 28, 2023 ARTICLE I Offices SECTION 1.1 Registered Office. The registered office of Cerence Inc. (hereinafter, the “Corporation”) in the State of Delaware shall be at 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801, and the registered agent shall be Corporation Trust Compan

CERENCE INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS This Amendment No. 1 to the Second Amended and Restated By-Laws (as amended, the “By- laws”) of Cerence Inc., a Delaware corporation (the “Corporation”), is effective as of April 30,

EXHIBIT 3.3 CERENCE INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS This Amendment No. 1 to the Second Amended and Restated By-Laws (as amended, the “By- laws”) of Cerence Inc., a Delaware corporation (the “Corporation”), is effective as of April 30, 2025. ARTICLE V, SECTION 5.10 of the By-laws entitled “Controller” is hereby amended and restated in its entirety to read as follows: SEC

Cerence Q1 February 4, 2026 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer Forward-Looking Statements Statements in this presentation as well as oral statements made by Cerence management from time to time, regarding:

q1fy26cerenceaiearningsd Cerence Q1 February 4, 2026 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer Forward-Looking Statements Statements in this presentation as well as oral statements made by Cerence management from time to time, regarding: Cerence’s future performance, results and financial condition; expected growth, profitability and cash flow; outlook and mom

Cerence Media Relations | [email protected] Cerence Investor Relations | [email protected] Press Release Cerence Delivers Strong Q1 FY26 Results, with Record- Setting Free Cash Flow, Adjusted EBITDA Above Guidance, and Accelerating Technology and Cu

q1fy26cerenceaipressrele Cerence Media Relations | [email protected] Cerence Investor Relations | [email protected] Press Release Cerence Delivers Strong Q1 FY26 Results, with Record- Setting Free Cash Flow, Adjusted EBITDA Above Guidance, and Accelerating Technology and Customer Momentum Headlines • Strong Q1 results with revenue of $115.1 million, including the $49.5M patent license payment; Ne

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 Date of Report (Date of earliest event reported): February 4, 2026 CERENCE INC. (Ex

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 Date of Report (Date of earliest event reported): February 4, 2026 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e

As filed with the Securities and Exchange Commission on January 8, 2026

As filed with the Securities and Exchange Commission on January 8, 2026 Registration No.

Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________ FORM 10-K _________________________________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR

crnc-20250930x10k4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)

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 Date of Report (Date of earliest event reported): December 23, 2025 CERENCE INC. (E

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 Date of Report (Date of earliest event reported): December 23, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisition ULC Canada International Cerence Holding Inc.

Compensation Recovery Policy

Exhibit 97.1 CERENCE INC. COMPENSATION RECOVERY POLICY Adopted as of August 1, 2023 Cerence Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in acc

Retention Letter, dated September 3, 2025, by and between Cerence Inc. and Nils Schanz

EXHIBIT 10.35 Cerence Inc. 25 Mall Road Suite 416 Burlington, MA 01803 U.S.A. cerence.com Nils Schanz EVP – Product & Technology Nils, I am pleased to provide you with your new compensation package as discussed with Brian and approved by the Compensation Committee of the Board of Directors of Cerence “the Company”. Category Amount Comments Base Salary $500,000 •Effective October 1, 2025 •Converted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2025 OR o 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: 001-3

Cerence Insider Trading Policy - Global

EXHIBIT 19.1 Cerence Insider Trading Policy - Global Effective date/last amended: November 2024 Approved by: Board of Directors Policy on page 2 •Insider Trading and Tipping Are Prohibited At All Times on page 2 •No Trading During “Blackout” Periods on page 3 •Sole Exception to Prohibition Against Trading When in Possession of Material, Non-Public Information or During a Blackout Period on page 4

© 2025 Cerence Inc. Cerence Q4 November 19, 2025 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer © 2025 Cerence Inc. Statements in this presentation, as well as oral statements made by Cerence management from time to t

q4fy25earningsdeckfinal © 2025 Cerence Inc. Cerence Q4 November 19, 2025 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer © 2025 Cerence Inc. Statements in this presentation, as well as oral statements made by Cerence management from time to time, regarding: Cerence’s future performance, results and financial condition; expected growth, profitability and cash flow; o

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 Date of Report (Date of earliest event reported): November 19, 2025 CERENCE INC. (E

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 Date of Report (Date of earliest event reported): November 19, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

For Media: [email protected] For Investors: [email protected] Press Release Cerence Beats Upper End of Guidance, Delivering Strong Fourth Quarter and Fiscal Year 2025 Results; Projects 8% Growth in Core Technology Business in FY26 Headlines • Q4 rev

cerenceaiq4fy25pressrele For Media: [email protected] For Investors: [email protected] Press Release Cerence Beats Upper End of Guidance, Delivering Strong Fourth Quarter and Fiscal Year 2025 Results; Projects 8% Growth in Core Technology Business in FY26 Headlines • Q4 revenue of $60.6 million and FY25 revenue of $251.8 million, both above high end of guidance range; Q4 Net cash provided by oper

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 Date of Report (Date of earliest event reported): October 28, 2025 CERENCE INC. (Ex

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 Date of Report (Date of earliest event reported): October 28, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

144

144 0002026501 XXXXXXXX LIVE 0001768267 CERENCE INC. 001-39030 25 Mall Road Suite 416 Burlington MA 01803 (857) 362-7300 JENNIFER SALINAS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 77994 960269.93 43319651 10/07/2025 NASDAQ Common 10/01/2025 Restricted Stock ISSUER N 77994 10/01/2025 Not Applicable N JENNIFER SALINAS 25

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 Date of Report (Date of earliest event reported): September 2, 2025 CERENCE INC. (E

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 Date of Report (Date of earliest event reported): September 2, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

© 2025 Cerence Inc. Cerence Q3 August 6, 2025 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer © 2025 Cerence Inc. Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, resu

cerenceaiq3fy25earningsd © 2025 Cerence Inc. Cerence Q3 August 6, 2025 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer © 2025 Cerence Inc. Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth, profitability and cash flow; outlook and momentum; transformation plans and cos

Press Release Contact Information For Media: [email protected] For Investors: [email protected] Cerence Announces Third Quarter Fiscal 2025 Results; Revenue and Profitability Exceed High End of Guidance Headlines • Revenue of $62.2 million; Net cash

cerenceaiq3fy25pressrele Press Release Contact Information For Media: press@cerence.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o 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: 001-39030 CERENCE INC.

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 Date of Report (Date of earliest event reported): August 6, 2025 CERENCE INC. (Exac

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 Date of Report (Date of earliest event reported): August 6, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 2025 OR ☐ 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: 001-39030 CERENCE INC.

Amendment No. 1 to Second Amended and Restated By-laws of Cerence Inc.

Exhibit 3.3 CERENCE INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS This Amendment No. 1 to the Second Amended and Restated By-Laws (as amended, the “By-laws”) of Cerence Inc., a Delaware corporation (the “Corporation”), is effective as of April 30, 2025. ARTICLE V, SECTION 5.10 of the By-laws entitled “Controller” is hereby amended and restated in its entirety to read as follows: SECT

Earnings Release Presentation dated May 7, 2025

Three Months Ended

Exhibit 99.1 Cerence Announces Second Quarter Fiscal 2025 Results; Revenue and Profitability Exceed High End of Guidance Headlines • Revenue of $78M; free cash flow of $13.1M marks fourth consecutive positive quarter • Company reiterates full-year guidance for revenue and raises full-year guidance for profitability and cash flow • Continued innovation and customer momentum for Cerence xUI, the com

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 Date of Report (Date of earliest event reported): May 7, 2025 CERENCE INC. (Exact n

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 Date of Report (Date of earliest event reported): May 7, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): March 17, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

Cerence AI Adds Former Ford Executive Marion Harris to its Board of Directors

Exhibit 99.1 Cerence AI Adds Former Ford Executive Marion Harris to its Board of Directors Harris, an influential automotive and financial leader, brings decades of experience at one of the world’s leading automakers to the Cerence AI Board BURLINGTON, Mass., March 20, 2025 – Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global leader pioneering conversational AI-powered user experiences, today an

Current Report

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 Date of Report (Date of earliest event reported): February 13, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

Retention Bonus Agreement, dated January 2, 2025, by and between Cerence Inc. and Christian Mentz

Exhibit 10.8 Christian Mentz EVP – Chief Revenue Officer Retention Bonus Opportunity At this time, Cerence (“the Company”) considers it to be in the best interest of the Company to promote and preserve the employment of certain employees (the “Designated Employees”). You are a Designated Employee and, therefore, the Company has determined that appropriate steps should be taken to reinforce and enc

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 Date of Report (Date of earliest event reported): February 6, 2025 CERENCE INC. (Ex

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 Date of Report (Date of earliest event reported): February 6, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 December 31, 2024 OR ☐ 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: 001-39030 CERENCE INC.

Termination Agreement by and between the Company and Stefan Ortmanns

Exhibit 10.1 AUFHEBUNGSVERTRAG TERMINATION AGREEMENT zwischen between Cerence GmbH Jülicher Straße 376, 52070 Aachen Deutschland / Germany - die „Gesellschaft" - - the "Company" - und and Dr. Stefan Ortmanns Walter-Scheibler-Straße 24, 52156 Monschau Deutschland / Germany - der „Mitarbeiter" - - the "Employee" - nachfolgend gemeinsam die „Parteien“ und jeweils einzeln auch die „Partei“ hereinafter

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook; transformation plans and cost efficiency initiatives, including the estim

Cerence Q1 FY25 Earnings Presentation Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer February 6, 2025 Exhibit 99.

EX-13

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Cerence Inc.

Promotion Offer Letter, dated January 2, 2025, by and between Cerence Inc. and Christian Mentz

Exhibit 10.7 January 2, 2025 Christian Mentz Dear Christian, Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President – Chief Revenue Officer of Cerence, Inc. (“Cerence” or the “Company”). This offer is contingent on you entering into this letter agreement and satisfying the Terms and Conditions set forth below. Your promotion w

Three Months Ended

Exhibit 99.1 Cerence Announces First Quarter Fiscal 2025 Results BURLINGTON, Mass., February 6, 2025 – Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global industry leader in AI for transportation, today reported its first quarter fiscal year 2025 results for the quarter ended December 31, 2024. Results Summary (1,2) (in millions, except per share data) Three Months Ended December 31, 2024 2023 GA

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per

Power of Attorney

Exhibit 24-1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Krzanich and Antonio Rodriquez, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

As filed with the Securities and Exchange Commission on January 16, 2025

As filed with the Securities and Exchange Commission on January 16, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedSeptember30,2024 OR ☐ ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber:001-39030 CERENCEINC. (ExactnameofRegistrantasspecifiedinitsCharter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte

Cerence Announces Repurchase of $27 Million of 3% Senior Notes Due 2025

Exhibit 99.1 Cerence Announces Repurchase of $27 Million of 3% Senior Notes Due 2025 December 23, 2024 BURLINGTON, Mass., Dec. 23, 2024 (GLOBE NEWSWIRE) — Cerence Inc. (NASDAQ: CRNC) (“Cerence AI” or “the Company”), a global leader in AI for transportation, today announced that, in light of its current cash position and outlook for future cash generation, the Company entered into privately negotia

Current Report

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 Date of Report (Date of earliest event reported): December 23, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte

Amendment No. 2 to the Cerence Inc. 2024 Inducement Plan

EX-99.3 Exhibit 99.3 AMENDMENT NO. 2 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (as amended, the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance unde

As filed with the Securities and Exchange Commission on December 5, 2024

S-8 As filed with the Securities and Exchange Commission on December 5, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per

Amendment No. 2 to Cerence Inc. 2024 Inducement Plan

Exhibit 10.3 AMENDMENT NO. 2 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (as amended, the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Pl

Cerence AI Names Tony Rodriquez as Chief Financial Officer

Exhibit 99.1 Cerence AI Names Tony Rodriquez as Chief Financial Officer BURLINGTON, Mass., December 3, 2024 – Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global industry leader in AI for transportation, today announced that it has appointed Antonio (“Tony”) Rodriquez as its Chief Financial Officer (CFO), effective November 29, 2024. As Cerence AI’s CFO, Mr. Rodriquez will be focused on accelerat

Change of Control and Severance Agreement by and between the Company and Antonio Rodriquez, dated December 2, 2024

Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Antonio Rodriquez (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with th

Offer Letter by and between the Company and Antonio Rodriquez, dated November 29, 2024

Exhibit 10.1 November 27, 2024 Antonio (“Tony”) Rodriquez 1843 Lookout Drive Agoura Hills, CA 91301 United States of America Dear Tony, Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer of Cerence Inc. In this position, you will report to Brian

Current Report

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 Date of Report (Date of earliest event reported): November 29, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

Retention Bonus Agreement, dated August 17, 2024, by and between Cerence Inc. and Nils Schanz

Exhibit 10.35 Nils Schanz EVP – Product & Technology Retention Bonus Opportunity At this time, Cerence (“the Company”) considers it to be in the best interest of the Company to promote and preserve the employment of certain employees (the “Designated Employees”). You are a Designated Employee and, therefore, the Company has determined that appropriate steps should be taken to reinforce and encoura

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit

Promotion Offer Letter, dated August 16, 2024, by and between Cerence Inc. and Nils Schanz

Cerence Inc. 25 Mall Road 4th floor, Suite # 416 Burlington, MA 01803 USA cerence.com Exhibit 10.34 August 16, 2024 Nils Schanz Dear Nils, Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President Product & Technology of Cerence, Inc. (“Cerence” or the “Company”). Your promotion will be effective on August 1, 2024 (the “Promotion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ 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: 001-39030 CERENCE INC

Compensation Recovery Policy

Exhibit 97.1 CERENCE INC. COMPENSATION RECOVERY POLICY Adopted as of August 1, 2023 Cerence Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in ac

Cerence Insider Trading Policy - Global

Exhibit 19.1 Cerence Insider Trading Policy - Global Effective date/last amended: November 2024 Approved by: Board of Directors Policy on page 2 • Insider Trading and Tipping Are Prohibited At All Times on page 2 • No Trading During “Blackout” Periods on page 3 • Sole Exception to Prohibition Against Trading When in Possession of Material, Non-Public Information or During a Blackout Period on page

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook; fiscal year 2025 framework; transformation plans and cost efficiency init

Cerence Q4 FY24 Earnings Presentation Brian Krzanich, Chief Executive Officer Tony Rodriquez, Interim Chief Financial Officer November 21, 2024 Exhibit 99.

Three Months Ended

Exhibit 99.1 Cerence Announces Fourth Quarter and Fiscal Year 2024 Results Headlines • Q4 Revenue exceeds high end of guidance; positive cash flow from operations of $6.1 million • Transformation plan on track to deliver net annualized cost savings of $35-$40 million • Initial FY25 revenue guidance of $236 to $247 million • Record high of 22 platform launches in FY24, including 6 for generative AI

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 21, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

CRNC / Cerence Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d909475dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #8 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d909475dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this E

to Schedule 13G

EX-99.I 2 d909475dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

CRNC / Cerence Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13g3.txt AMENDED SCHEDULE 13G UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cerence Inc. - (Name of Issuer) Common - (Title of Class of Securities) 156727109 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

Amendment No. 1 to the Cerence Inc. 2024 Inducement Plan

Exhibit 99.2 AMENDMENT NO. 1 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has becom

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per

As filed with the Securities and Exchange Commission on October 10, 2024

S-8 1 d712983ds8.htm S-8 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 CERENCE INC. (Exact name of registrant as specified in its charter) Delaware 83-4177087 (State or other jurisdiction of incorporation or org

Amendment No. 1 to Cerence Inc. 2024 Inducement Plan

Exhibit 10.3 AMENDMENT NO. 1 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has becom

Offer Letter by and between the Company and Brian Krzanich

Exhibit 10.1    Cerence Inc. 25 Mall Road 4th floor, Suite # 416 Burlington, MA 01803 USA cerence.com September 30, 2024 Brian Krzanich Dear Brian: It is with great pleasure that I confirm Cerence Inc.’s (“Cerence” or the “Company”) offer of employment (the “Offer”) for the position of President and Chief Executive Officer of the Company (“CEO”). If you accept this Offer, your first day of employm

Change of Control and Severance Agreement, dated October 7, 2024, by and between the Company and Brian Krzanich

Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Brian Krzanich (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the C

Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): October 6, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Cerence Appoints Brian Krzanich as Chief Executive Officer

Exhibit 99.1 Cerence Appoints Brian Krzanich as Chief Executive Officer Company Reaffirms Fourth Quarter Fiscal 2024 Guidance BURLINGTON, Mass., October, 7, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that Brian Krzanich has been appointed Chief Executive Officer and a member of the Board of Directors, effective immediately. Mr. Krzanich succeeds Stefan Ortmanns,

CRNC / Cerence Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* (Name of Issuer) Cerence Inc (Title of Class of Securities) Common Stock (CUSIP Number) 156727109 (Dat

CRNC / Cerence Inc. / AMERICAN CAPITAL MANAGEMENT INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cerence, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) June 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 June 30, 2024 OR ☐ 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: 001-39030 CERENCE INC.

Promotion Offer Letter, dated June 7, 2024, by and between Cerence Inc. and Jennifer Salinas

Exhibit 10.2 June 7, 2024 Jennifer Salinas Dear Jennifer, Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President – Chief Administrative Officer of Cerence, Inc. (“Cerence” or the “Company”). This offer is contingent on you entering into this letter agreement and satisfying the Terms and Conditions set forth below. Your promoti

Three Months Ended

Exhibit 99.1 Cerence Announces Third Quarter Fiscal Year 2024 Results Headlines • Q3 revenue in-line with guidance; positive cash flow from operations of $12.9 million • Five generative AI customer programs released to production • Transformation plans estimated to deliver net annualized cost savings of $35-40 million, predominantly realized in FY25 BURLINGTON, Mass., August 8, 2024 – Cerence Inc.

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 Date of Report (Date of earliest event reported): August 8, 2024 CERENCE INC. (Exac

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 Date of Report (Date of earliest event reported): August 8, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook; fiscal year 2025 framework; transformation plans and cost efficiency init

Cerence Q3 FY24 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Tony Rodriquez, Interim Chief Financial Officer Rich Yerganian, SVP of Investor Relations August 8, 2024 Exhibit 99.

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

CRNC / Cerence Inc. / FIRST TRUST PORTFOLIOS LP - SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cerence Inc. - (Name of Issuer) Common - (Title of Class of Securities) 156727109 - (CUSIP Number) June 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

CRNC / Cerence Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us1567271093070824.txt us1567271093070824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) Cerence Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) June 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Cerence Announces Expanded Role for Chief Product Officer Nils Schanz

Exhibit 99.1 Cerence Announces Expanded Role for Chief Product Officer Nils Schanz • Schanz to Assume Chief Technology Officer Responsibilities • Company Reaffirms Third Quarter Fiscal 2024 Guidance BURLINGTON, Mass., July 2, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that as part of its ongoing transformation efforts, Chief Product Officer Nils Schanz has been a

Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): June 26, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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 Date of Report (Date of earliest event reported): June 4, 2024 CERENCE INC. (Exact

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 Date of Report (Date of earliest event reported): June 4, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Current Report

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 Date of Report (Date of earliest event reported): May 11, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 2024 OR ☐ 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: 001-39030 CERENCE INC.

Change of Control and Severance Agreement, effective as of March 18, 2024, by and between Cerence Inc. and Daniel Tempesta.

Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Daniel Tempesta (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (1) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the

Offer Letter, dated February 27, 2024, by and between Cerence Inc. and Daniel Tempesta.

Exhibit 10.1 Cerence Inc. 25 Mall Road 4th floor, Suite # 416 Burlington, MA 01803 USA cerence.com February 27, 2024 Daniel Tempesta 82 Arlington Street Winchester, MA 01890 Dear Dan, Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer. In this p

Form of Indemnification Agreement

Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [Date], 2024 by and between Cerence Inc., a Delaware corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Ind

Cerence Inc. Second Quarter FY2024 Financial Results Conference Call Prepared Remarks of Stefan Ortmanns, Chief Executive Officer and Dan Tempesta, Chief Financial Officer May 9, 2024 8:30 A.M. Eastern

EXHIBIT 99.3 Cerence Inc. Second Quarter FY2024 Financial Results Conference Call Prepared Remarks of Stefan Ortmanns, Chief Executive Officer and Dan Tempesta, Chief Financial Officer May 9, 2024 8:30 A.M. Eastern INTRO RICH YERGANIAN Welcome to Cerence’s second quarter of fiscal year 2024 conference call. Slide #2 SAFE HARBOR Before we begin, I would like to remind you that this call may involve

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; outlook; strategy; opportunities; business, industry and market trends; strategy r

Cerence Q2 FY24 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Dan Tempesta, Chief Financial Officer Rich Yerganian, SVP of Investor Relations May 9, 2024 Exhibit 99.

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 Date of Report (Date of earliest event reported): May 9, 2024 CERENCE INC. (Exact n

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 Date of Report (Date of earliest event reported): May 9, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Results of Operations and Financial Condition

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): May 9, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commi

Three Months Ended

Exhibit 99.1 Cerence Announces Second Quarter Fiscal Year 2024 Results Headlines • Q2 revenue above the high end of the guidance range due to OEM-related adjustments; however, Company lowering its FY24 guidance and withdrawing its multi-year plan • Included in Q2 results is a Goodwill impairment charge of approximately $252 million • Company believes that initial success with new generative AI pro

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 Date of Report (Date of earliest event reported): April 12, 2024 CERENCE INC. (Exac

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 Date of Report (Date of earliest event reported): April 12, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

Amendment No. 3, dated as of April 12, 2024, by and between Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent.

Exhibit 10.1 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of April 12, 2024 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2020 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 17, 2020, as amended by Amendment No. 2 to Credit Agreement, dated as of November 22, 2022, and as further amended, restated, supplemented or otherwise modified th

Current Report

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 Date of Report (Date of earliest event reported): February 28, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation  Rule Amount Registered (1) Proposed Maximum  Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of registration  fee Equity  Common Stock, $0.01  par value

As filed with the Securities and Exchange Commission on March 4, 2024

As filed with the Securities and Exchange Commission on March 4, 2024 Registration No.

Contact Information

Exhibit 99.1 Cerence Names Daniel Tempesta as Chief Financial Officer Tempesta joins Cerence following 15-year tenure at Nuance Communications; current CFO Tom Beaudoin will retain seat on Cerence’s Board of Directors BURLINGTON, Mass., March 4, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that it has appointed Daniel Tempesta as its new Chief Financial Officer (CF

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of registration fee Equity Common Stock, $0.01 par value per

Cerence Inc. 2024 Inducement Plan and form of award agreements thereunder

Exhibit 99.1 CERENCE INC. 2024 INDUCEMENT PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The purpose of the Plan is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Comp

2024 Inducement Plan and form of award agreement thereunder.

Exhibit 10.1 CERENCE INC. 2024 INDUCEMENT PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The purpose of the Plan is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Comp

As filed with the Securities and Exchange Commission on March 4, 2024

As filed with the Securities and Exchange Commission on March 4, 2024 Registration No.

Current Report

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 Date of Report (Date of earliest event reported): February 15, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d51227dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Ex

to Schedule 13G

EX-99.I 2 d51227dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

CRNC / Cerence Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d51227dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #7 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

CRNC / Cerence Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0573-cerenceinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Cerence Inc Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur

CRNC / Cerence Inc. / COOPER CREEK PARTNERS MANAGEMENT LLC - CNC1231202313GA Passive Investment

SC 13G/A 1 CRNC13gA2023.txt CNC1231202313GA | OMB APPROVAL | || |OMB NUMBER: | UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | February 12, 2024 | Washington, D.C. 20549 |ESTIMATED AVERAGE | |BURDEN HOURS | |PER RESPONSE ...11 | SCHEDULE 13G | Under the Securities Exchange Act of 1934 (Amendment No. 17)* CERENCE INC. (CRNC) - (Name of Issuer) Common Stock - (Title of Class of Securi

CRNC / Cerence Inc. / COOPER CREEK PARTNERS MANAGEMENT LLC - CRNC12312313GA Passive Investment

| OMB APPROVAL | || |OMB NUMBER: | UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | February 12, 2024 | Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 December 31, 2023 OR ☐ 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: 001-39030 CERENCE INC.

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth and profitability; strategy; opportunities; business, industry and market trends; strategy regarding

Cerence Q1 FY24 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Tom Beaudoin, Chief Financial Officer Rich Yerganian, SVP of Investor Relations February 6, 2024 Exhibit 99.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 6, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Three Months Ended

Exhibit 99.1 Cerence Announces First Quarter Fiscal Year 2024 Results Headlines • Revenue and profitability exceed the high end of guidance, leading to six quarters of strong execution • Announced AI partnerships with NVIDIA and Microsoft • Maintained a leadership position, with Cerence penetration staying strong at 54% of global auto production • New business included a win-back for a large Japan

CRNC / Cerence Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us1567271093012224.txt us1567271093012224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) Cerence Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte

Offer Letter, dated April 21, 2023, by and between Cerence Inc. and Iqbal Arshad

Exhibit 10.24 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com April 21, 2023 Iqbal Arshad Chicago, IL USA Dear Iqbal, Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Technology Officer. In this position, you will re

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit

Description of Registrant's Securities

Exhibit 4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The summary of the general terms and provisions of the registered securities of Cerence Inc. (“Cerence,” “we,” or “our”) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Amended and Restated Ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ 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: 001-39030 CERENCE INC.

Change of Control and Severance Agreement, effective as of April 28,2023, by and between Cerence Inc. and Iqbal Arshad

Exhibit 10.25 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Iqbal Arshad (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Co

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth; multi-year plan and growth targets; strategy; opportunities; business, industry and market trends; s

Cerence Fiscal Q4 and Full Year Earnings Stefan Ortmanns, Chief Executive Officer Tom Beaudoin, Chief Financial Officer Nils Schanz, Chief Product Officer Rich Yerganian, SVP of Investor Relations November 27, 2023 Exhibit 99.

Three Months Ended

Exhibit 99.1 Cerence Announces Fourth Quarter and Fiscal Year 2023 Results Headlines • Revenue and profitability exceed the high end of the initially guided range for the full fiscal year • Five consecutive quarters of strong execution • Fourteen strategic design wins in the fiscal year including five competitive winbacks • Maintain a leadership position with Cerence penetration staying strong at

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 Date of Report (Date of earliest event reported): November 27, 2023 CERENCE INC. (E

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 Date of Report (Date of earliest event reported): November 27, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 June 30, 2023 OR ☐ 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: 001-39030 CERENCE INC.

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth; opportunities; business, industry and market trends; strategy regarding fixed contracts and its impa

Cerence Q3 FY23 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Tom Beaudoin, Chief Financial Officer Iqbal Arshad, Chief Technology Officer Rich Yerganian, SVP of Investor Relations August 8, 2023 Exhibit 99.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 8, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

Three Months Ended

Exhibit 99.1 Cerence Announces Third Quarter Fiscal Year 2023 Results Headlines • On track to achieve full fiscal year revenue guidance • Strategic wins for connected services for a major Japanese OEM and Emergency Vehicle Detection for a major Korean OEM's ADAS platform • Two-wheeler design win for major Japanese brand; four two-wheeler manufacturers start production (SOP) • Successful convertibl

Form of Global Note, representing Cerence Inc.’s 1.50% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

EX-4.1 Exhibit 4.1 CERENCE INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 26, 2023 1.50% Convertible Senior Notes due 2028 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 15 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Section 2.01 Designation and Amount 15

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 Date of Report (Date of earliest event reported): June 26, 2023 CERENCE INC. (Exact

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 Date of Report (Date of earliest event reported): June 26, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Cerence Inc. Prices Offering of $190 Million 1.50% Convertible Senior Notes due 2028

EX-99.2 Exhibit 99.2 Cerence Inc. Prices Offering of $190 Million 1.50% Convertible Senior Notes due 2028 BURLINGTON, Mass., June 22, 2023—Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, announced today the pricing of $190.0 million aggregate principal amount of 1.50% convertible senior notes due 2028 (the “notes”) in a private offering (the “offering”) only to persons reasonably believed t

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): June 21, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Cerence Inc. Announces Proposed Offering of $190 Million Convertible Senior Notes due 2028

EX-99.1 Exhibit 99.1 Cerence Inc. Announces Proposed Offering of $190 Million Convertible Senior Notes due 2028 BURLINGTON, Mass., June 21, 2023—Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, announced today that it intends to offer, subject to market conditions and other factors, $190.0 million aggregate principal amount of convertible senior notes due 2028 (the “notes”) in a private offe

CRNC / Cerence Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #6 Under the Securities and Exchange Act of 1934 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Thi

to Schedule 13G

EX-99.I 2 d463145dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d463145dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated May 12, 2023 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibi

Cerence Adds Former Ford Executive Marcy Klevorn to its Board of Directors

Exhibit 99.1 Cerence Adds Former Ford Executive Marcy Klevorn to its Board of Directors Influential technology and transformation leader brings decades of experience at one of the world’s leading automakers BURLINGTON, Mass., June 1, 2023 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that Marcy Klevorn has been appointed to serve as an independent, non-executive director

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 Date of Report (Date of earliest event reported): May 31, 2023 CERENCE INC. (Exact

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 Date of Report (Date of earliest event reported): May 31, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 2023 OR ☐ 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: 001-39030 CERENCE INC.

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth; opportunities; business, industry and market trends; strategy regarding fixed contracts and its impa

Cerence Q2FY23 Earnings Presentation Stefan Ortmanns, CEO Tom Beaudoin, CFO Rich Yerganian, SVP of Investor Relations May 9, 2023 Destination Next Exhibit 99.

Transitional Service and Advisory Agreement by and between Cerence Inc. and Prateek Kathpal

Exhibit 10.1 TRANSITIONAL SERVICES AND ADVISORY AGREEMENT This Transitional Services and Advisory Agreement (this “Agreement”) is entered into between Prateek Kathpal (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”). WHEREAS, the Executive currently serves as the Company’s Chief Technology Officer (“CTO”); WHEREAS, the Execu

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 Date of Report (Date of earliest event reported): May 9, 2023 CERENCE INC. (Exact n

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 Date of Report (Date of earliest event reported): May 9, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Three Months Ended

Exhibit 99.1 Cerence Announces Second Quarter Fiscal Year 2023 Results Headlines • Strong Core Business drives revenue and profitability • Bookings for the first six months of $263M with visibility into an expected strong second half of the fiscal year • Cerence records another win-back for providing connected services in North America for a global luxury OEM • Generative AI drives enhanced versio

Second Amended and Restated By-laws of Cerence Inc.

EX-3.1 Exhibit 3.1 CERENCE INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of April 28, 2023 ARTICLE I Offices SECTION 1.1 Registered Office. The registered office of Cerence Inc. (hereinafter, the “Corporation”) in the State of Delaware shall be at 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801, and the registered agent shall be Corporation Trust

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 Date of Report (Date of earliest event reported): April 28, 2023 CERENCE INC. (Exac

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 Date of Report (Date of earliest event reported): April 28, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

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 Date of Report (Date of earliest event reported): April 16, 2023 CERENCE INC. (Exac

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 Date of Report (Date of earliest event reported): April 16, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

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 Date of Report (Date of earliest event reported): March 31, 2023 CERENCE INC. (Exac

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 Date of Report (Date of earliest event reported): March 31, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

CRNC / Cerence Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #5 Under the Securities and Exchange Act of 1934 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

to Schedule 13G

EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make an

CRNC / Cerence Inc / Vulcan Value Partners, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

CRNC / Cerence Inc / COOPER CREEK PARTNERS MANAGEMENT LLC - 13G Passive Investment

| OMB APPROVAL | || |OMB NUMBER: | UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | February 13, 2023 | Washington, D.

CRNC / Cerence Inc / Clearbridge Investments, LLC Passive Investment

cere22a3.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 156727109 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CERENCE INC. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2022 (Date of Event Wh

Current Report

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 Date of Report (Date of earliest event reported): February 9, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

CRNC / Cerence Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Three Months Ended

Exhibit 99.1 Cerence Announces First Quarter Fiscal Year 2023 Results Headlines • Strong Core Business drives revenue and profitability • Cerence Co-Pilot wins four more customers, including two win-backs • Cerence Ride wins three more design awards for two-wheelers • Investor Day sets “Destination Next” long-term growth strategy BURLINGTON, Mass., February 8, 2023 – Cerence Inc. (NASDAQ: CRNC), A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 December 31, 2022 OR ☐ 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: 001-39030 CERENCE INC.

Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth; multi-year targets; opportunities; business, industry and market trends; strategy regarding fixed co

Cerence Q1FY23 Earnings Presentation Stefan Ortmanns, CEO Tom Beaudoin, CFO Rich Yerganian, SVP of Investor Relations February 8, 2023 Destination Next Exhibit 99.

Filing Fee Table

EX-FILING FEES 4 d462179dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Amount of Registrati

As filed with the Securities and Exchange Commission on February 8, 2023

As filed with the Securities and Exchange Commission on February 8, 2023 Registration No.

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 Date of Report (Date of earliest event reported): February 8, 2023 CERENCE INC. (Ex

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 Date of Report (Date of earliest event reported): February 8, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

CRNC / Cerence Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us1567271093012623.txt us1567271093012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) CERENCE INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

CRNC / Cerence Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us1567271093011923.txt us1567271093011923.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CERENCE INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

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 Date of Report (Date of earliest event reported): January 6, 2023 CERENCE INC. (Exa

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 Date of Report (Date of earliest event reported): January 6, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Change of Control and Severance Agreement, effective as of January 6, 2023, by and between Cerence Inc. and Prateek Kathpal

EX-10.1 Exhibit 10.1 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Prateek Kathpal (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)

Amendment No. 2 to Credit Agreement, dated as of June 12, 2020, by and among Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent

Exhibit 10.31 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2, dated as of November 22, 2022 (this ?Amendment?), to the Credit Agreement, dated as of June 12, 2020 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 17, 2020, and as further amended, restated, supplemented or otherwise modified through the date hereof, the ?Credit Agreement?), among Cerence Inc., a Delaware

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 Date of Report (Date of earliest event reported): November 29, 2022 CERENCE INC. (E

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 Date of Report (Date of earliest event reported): November 29, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ 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: 001-39030 CERENCE INC.

Three Months Ended

Exhibit 99.1 Cerence Announces Fourth Quarter and Fiscal Year 2022 Results Headlines • Delivered strong full fiscal new bookings at $684M, up 16% year over year • Record fiscal year revenue for Professional Services • Awarded strategic win-back program from big tech • Cerence technology in 51% of global auto production BURLINGTON, Mass., November 29, 2022 – Cerence Inc. (NASDAQ: CRNC), AI for a wo

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit

Offer Letter, dated May 4, 2022, by and between Cerence Inc. and Thomas Beaudoin

Exhibit 10.1 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com May 4, 2022 Thomas Beaudoin Dear Tom, Congratulations! It is with great pleasure that I confirm Cerence Operating Company's ("Cerence" or the "Company") offer of employment for the position of Executive Vice President - Chief Financial Officer. In this position, you will report to Stefan Ortma

Three Months Ended

Exhibit 99.1 Cerence Announces Third Quarter Fiscal Year 2022 Results Headlines ? Delivered strong performance in core automotive business ? Achieved record professional services revenue, a key indicator of license and connected services growth ? Secured key wins and nominations including a win back from Big Tech ? Maintained strong focus on productivity, performance-based operations and cost stru

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 9, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

Change of Control and Severance Agreement, effective as of May 5, 2022, by and between Cerence Inc. and Thomas Beaudoin

Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Thomas Beaudoin (?Executive?) and Cerence Inc., a Delaware corporation (the ?Company?), effective as of the earlier of (i) the latest date on the signature page of this Agreement and (ii) the date Executive?s employment with th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 June 30, 2022 OR ? 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: 001-39030 CERENCE INC.

Forward-Looking Statements Statements in this release regarding Cerence’s future performance, results and financial condition, expected growth, opportunities, business and market trends, our strategy regarding fixed contracts and its impact on financ

August 9, 2022 Cerence Q3 FY22 Earnings Stefan Ortmanns, CEO Tom Beaudoin, EVP, CFO Rich Yerganian, SVP of IR Exhibit 99.

CRNC / Cerence Inc / BlackRock Inc. Passive Investment

us1567271093070822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) CERENCE INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) June 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): June 19, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Change of Control and Severance Agreement, effective as of June 21, 2022, by and between Cerence GmbH and Stefan Ortmanns

Exhibit 10.2 CERENCE GMBH CHANGE OF CONTROL AND SEVERANCE AGREEMENT?CEO This Change of Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Stefan Ortmanns (?Executive?) and Cerence GmbH (the ?Company?), effective as of the latest date on the signature page of this Agreement (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the

Change of Control Equity Acceleration Agreement, effective as of June 19, 2022, by and between Cerence Inc. and Stefan Ortmanns

Exhibit 10.1 CERENCE INC. CHANGE OF CONTROL EQUITY ACCELERATION AGREEMENT?CEO This Change of Control Equity Acceleration Agreement (the ?Agreement?) is made and entered into by and between Stefan Ortmanns (?Executive?) and Cerence Inc., a Delaware corporation (the ?Company?), effective as of the latest date on the signature page of this Agreement (the ?Effective Date?). RECITALS 1. The Compensatio

Offer Letter, dated March 11, 2022, by and between Cerence Inc. and Marc Montagner

Exhibit 10.1 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com March 11, 2022 Marc Montagner 43 Chestnut Street Boston MA 02108 Dear Marc: Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer. In this pos

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 31, 2022 OR ☐ 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: 001-39030 CERENCE INC.

Three Months Ended

Exhibit 99.1 Cerence Announces Second Quarter Fiscal Year 2022 Results Headlines ? First half bookings total $448 million, up 53% compared to 1HFY21 ? Bookings include a significant business increase with a North American OEM ? Several Chinese EV makers adopt Cerence technology for global expansion ? Won four more two-wheeler customers during 1HFY22 ? Maintain full fiscal year 2022 guidance BURLIN

Forward-Looking Statements This material and any oral statements made in connection with this material include "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made whic

May 10, 2022 Cerence Q2 FY22 Earnings Stefan Ortmanns, CEO Tom Beaudoin, EVP, CFO Rich Yerganian, SVP of IR Exhibit 99.

Change of Control and Severance Agreement, effective as of April 4, 2022, by and between Cerence Inc. and Marc Montagner

Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Marc Montagner (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the C

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 10, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Submission of Matters to a Vote of Security Holders

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): February 2, 2022 CERENCE INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39030 83-4177087 (State or other jurisdiction of incorporation) (

Transitional Services Agreement, dated February 2, 2022, by and between Cerence Inc. and Leanne Fitzgerald

Exhibit 10.4 TRANSITIONAL SERVICES AGREEMENT This Transitional Services Agreement (this “Agreement”) is entered into between Leanne Fitzgerald (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”). WHEREAS, the Executive currently serves as the Company’s General Counsel and Secretary (“GC”); WHEREAS, the Executive and the Company

Transitional Services and Retirement Agreement, dated February 4, 2022, by and between Cerence Inc. and Mark Gallenberger

Exhibit 10.3 TRANSITIONAL SERVICES AND RETIREMENT AGREEMENT This Transitional Services and Retirement Agreement (this “Agreement”) is entered into between Mark Gallenberger (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”). WHEREAS, the Executive currently serves as the Company’s Chief Financial Officer (“CFO”); WHEREAS, the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 2, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Cerence Announces New Appointments to Strengthen Leadership Team

Exhibit 99.1 Cerence Announces New Appointments to Strengthen Leadership Team ? Appoints Current Board Member and Industry Veteran Tom Beaudoin as New EVP & CFO ? Adds Former Intel Executive and Automated Driving Leader Doug Davis to Board ? Provides Preliminary Financial Results, Affirms Full Year Fiscal 2022 Guidance BURLINGTON, Mass., May 6, 2022 ? Cerence Inc. (NASDAQ: CRNC), AI for a world in

CRNC / Cerence Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: March 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): March 13, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

CRNC / Cerence Inc / Vulcan Value Partners, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

to Schedule 13G

Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d247875dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2022 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this E

CRNC / Cerence Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #4 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

CRNC / Cerence Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

CRNC / Cerence Inc / Clearbridge Investments, LLC Passive Investment

cere21a2.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 156727109 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CERENCE INC. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2021 (Date of Event Wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 December 31, 2021 OR ? 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: 001-39030 CERENCE INC.

Separation Agreement, dated December 14, 2021, by and between Cerence Inc. and Sanjay Dhawan

Exhibit 10.2 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is made by and between Sanjay Dhawan (?Executive?) and Cerence, Inc. (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). RECITALS WHEREAS, Executive was employed by the Company; WHEREAS, Executive and the Company entered into agreement(s) concerning in

Forward-Looking Statements This material and any oral statements made in connection with this material include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made which

Exhibit 99.2 Cerence Q1FY22 Earnings Call Presentation ? Stefan Ortmanns, CEO ? Mark Gallenberger, CFO ? Rich Yerganian, SVP of IR February 7, 2022 Forward-Looking Statements This material and any oral statements made in connection with this material include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made which pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 4, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on February 7, 2022

As filed with the Securities and Exchange Commission on February 7, 2022 Registration No.

Forward-Looking Statements This material and any oral statements made in connection with this material include "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made whic

Cerence Q1FY22 Earnings Call Presentation February 7, 2022 Stefan Ortmanns, CEO Mark Gallenberger, CFO Rich Yerganian, SVP of IR Exhibit 99.

Filing Fee Table

Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value

Cerence. All rights reserved

Exhibit 99.1 Cerence Announces First Quarter Fiscal Year 2022 Results Headlines ? Delivered second largest bookings quarter in the Company?s history ? Exceeded most profitability metrics for the quarter ? Secured initial revenue contribution from fitness products, a new mobility market ? Won another China-based two-wheeler customer ? Company lowers FY2022 guidance BURLINGTON, Mass., February 7, 20

Three Months Ended

Exhibit 99.1 Press Release February 7, 2022 Cerence Announces First Quarter Fiscal Year 2022 Results Headlines ? Delivered second largest bookings quarter in the Company?s history ? Exceeded most profitability metrics for the quarter ? Secured initial revenue contribution from fitness products, a new mobility market ? Won another China-based two-wheeler customer ? Company lowers FY2022 guidance BU

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 7, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): February 2, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb

CRNC / Cerence Inc / BlackRock Inc. Passive Investment

us1567271093012722.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) CERENCE INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

CRNC / Cerence Inc / BlackRock Inc. Passive Investment

us1567271093012622.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) CERENCE INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitte

Cerence Board of Directors Promotes Dr. Stefan Ortmanns to Chief Executive Officer and Director A 20-year veteran of the company and an original architect of its technology, Ortmanns is responsible for the bulk of Cerence’s revenue today

Exhibit 99.1 Cerence Board of Directors Promotes Dr. Stefan Ortmanns to Chief Executive Officer and Director A 20-year veteran of the company and an original architect of its technology, Ortmanns is responsible for the bulk of Cerence?s revenue today BURLINGTON, Mass., December 15, 2021 ? Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that its Board of Directors has appoint

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): December 14, 2021 CERENCE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Offer Letter, dated December 14, 2021, by and between Cerence Inc. and Stefan Ortmanns

Exhibit 10.1 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com December 14, 2021 Dr. Stefan Ortmanns [address] Dear Stefan, On behalf of the Cerence Inc.?s (?Cerence? or the ?Company?) Board of Directors (the ?Board?) I am pleased to offer you the position of Chief Executive Officer of Cerence reporting to the Board. You will be appointed to the Board upo

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? 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: 001-39030 CERENCE INC.

Forward-Looking Statements This material and any oral statements made in connection with this material include "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made whic

Cerence Q4FY21 Earnings Call Presentation November 22, 2021 ? 2021 Cerence Inc. Sanjay Dhawan, CEO Mark Gallenberger, CFO Rich Yerganian, VP of IR Exhibit 99.2 Forward-Looking Statements This material and any oral statements made in connection with this material include "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements

Three Months Ended

EX-99.1 2 crnc-ex9916.htm EX-99.1 Exhibit 99.1 Press Release November 22, 2021 Cerence Announces Fourth Quarter and Fiscal Year 2021 Results Fourth Quarter and Fiscal Year Highlights • Strong bookings of $590M in FY21 increases backlog to approximately $2 billion • Momentum for new products leads to orders representing nearly 20% of total bookings • Won first major customer in the building mobilit

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 22, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 9, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number

CRNC / Cerence Inc / BlackRock Inc. Passive Investment

us1567271093080921.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CERENCE INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 156727109 - (CUSIP Number) July 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 June 30, 2021 OR ? 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: 001-39030 CERENCE INC.