Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of disclosure controls and procedures . Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer) have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by Cerence in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management report on internal control over financial reporting . Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles and include those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposals of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements and all fraud. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision of the Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of September 30, 2025, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework. Based on the results of this assessment, management (including our Chief Executive Officer and our Chief Financial Officer) has concluded that, as of September 30, 2025, our internal control over financial reporting was effective based on those criteria.
The attestation report concerning the effectiveness of our internal control over financial reporting as of September 30, 2025 issued by BDO USA, P.C., an independent registered public accounting firm, appears in Item 8 of this Annual Report on Form 10-K.
Changes in internal control over financial reporting . There were no changes in our internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Plans .Our policy governing transactions in our securities by directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
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During the three-month period ending September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
We anticipate that, as permitted by Rule 10b5-1 and our policy governing transactions in our securities, some or all of our officers, directors and employees may establish trading plans in the future. We intend to disclose the names of executive officers and directors who establish a trading plan in compliance with Rule 10b5-1 and Regulation S-K, Item 408(a) and the requirements of our policy governing transactions in our securities in our future quarterly and annual reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission. However, we undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan, other than in such quarterly and annual reports.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our Board of Directors adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees on October 2, 2019. Our Code of Business Conduct and Ethics can be found at our website: www.cerence.com/governance/governance-documents . We will provide to any person without charge, upon request, a copy of our Code of Business Conduct and Ethics. Such a request should be made in writing and addressed to Investor Relations, Cerence Inc., 25 Mall Road, Suite 416, Burlington, MA 01803.
To date, there have been no waivers under our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We will post any waivers, if and when granted, of our Code of Business Conduct and Ethics on our website at www.cerence.com/governance/governance-documents.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other designated persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards when engaging in transactions in company securities. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this report. The Company does not currently have a stock repurchase program.
The additional information required by this Item for the Company will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which information is hereby incorporated by reference.
Item 11. Executive Compensation.
The information required by this Item for the Company will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which information is hereby incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item for the Company will be set forth in Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which information is hereby incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item for the Company will be set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which information is hereby incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item for the Company will be set forth in Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which information is hereby incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as a part of this Report:
(1) All Financial Statements— See Index to Financial Statements in Item 8 of this Report;
(2) Financial Statement Schedules — All schedules have been omitted as the requested information is inapplicable or the information is presented in the financial statements or related notes included as part of this Report.
(3) Exhibits — See Item 15(b) of this Report below.
(b) Exhibits.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Index # Exhibit Description Filed
Herewith Form File
No. Exhibit Filing Date
2.1 Separation and Distribution Agreement between Nuance Communications, Inc. and Cerence Inc.
8-K 001-39030 2.1 October 2, 2019
3.1 Amended and Restated Certificate of Incorporation of Cerence Inc.
8-K 001-39030 3.1 October 2, 2019
3.2 Second Amended and Restated By-laws of Cerence Inc.
8-K 001-39030 3.1 May 4, 2023
3.3 Amendment No. 1 to Second Amended and Restated By-laws of Cerence Inc.
10-Q 001-39030 3.3 May 7, 2025
4.1 Indenture, dated as of June 2, 2020, between Cerence Inc. and U.S. Bank, National Association, as Trustee.
8-K 001-39030 4.1 June 2, 2020
4.2 Form of Global Note, representing Cerence Inc.’s 3.00% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
8-K 001-39030 4.1 June 2, 2020
4.3 Description of Registrant's Securities
10-K 001-39030 4.3 November 29, 2023
4.4 Indenture, dated as of June 26, 2023, by and between Cerence Inc. and U.S. Bank Trust Company, National Association, as Trustee.
8-K 001-39030 4.1 June 26, 2023
4.5 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).
8-K 001-39030 4.1 June 26. 2023
10.1 Tax Matters Agreement between Nuance Communications, Inc. and Cerence Inc.
8-K 001-39030 10.1 October 2, 2019
10.2 Transition Services Agreement between Nuance Communications, Inc. and Cerence Operating Company
8-K 001-39030 10.2 October 2, 2019
10.3 Employee Matters Agreement between Nuance Communications, Inc. and Cerence Inc.
8-K 001-39030 10.3 October 2, 2019
10.4 Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc.
8-K 001-39030 10.4 October 2, 2019
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10.5 Transitional Trademark License Agreement between Nuance Communications, Inc. and Cerence Inc.
8-K 001-39030 10.5 October 2, 2019
10.6† Cerence 2019 Equity Incentive Plan
S-8 333-234040 4.3 October 2, 2019
10.7† Cerence 2019 Employee Stock Purchase Plan
S-8 333-234040 4.6 October 2, 2019
10.8† Form of Change of Control and Severance Agreement - NEO
10-K 001-39030 10.14 December 19, 2020
10.9 Form of Indemnification Agreement
10-Q 001-39030 10.4 May 10, 2024
10.10† Restricted Stock Unit Award Agreement
10-K 001-39030 10.13 November 19, 2020
10.11† Performance-Based Restricted Stock Unit Award Agreement
10-K 001-39030 10.14 November 19, 2020
10.12 Credit Agreement, dated June 12, 2020, by and between Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent.
8-K 001-39030 10.1 June 17, 2020
10.13 Subsidiary Guarantee Agreement, dated June 12, 2020, by and between certain domestic subsidiaries of Cerence, as subsidiary guarantors, and Wells Fargo Bank, N.A., as administrative agent.
8-K 001-39030 10.2 June 17, 2020
10.14 Collateral Agreement, dated June 12, 2020, by and between Cerence Inc. and certain subsidiaries of Cerence, as pledgors, and Wells Fargo Bank, N.A., as collateral agent.
8-K 001-39030 10.3 June 17, 2020
10.15† Amendment No. 1 to Cerence 2019 Equity Incentive Plan
10-K 001-39030 10.18 November 19, 2020
10.16 Amendment No. 1, dated as of December 17, 2020, by and among Cerence Inc., the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent
8-K 001-39030 10.1 December 21, 2020
10.17† Offer Letter, dated December 14, 2021, by and between Cerence Inc. and Stefan Ortmanns
8-K 001-39030 10.1 December 15, 2021
10.18† Change of Control Equity Acceleration Agreement, effective as of June 19, 2022, by and between Cerence Inc. and Stefan Ortmanns
8-K 001-39030 10.1 June 24, 2022
10.19† Change of Control and Severance Agreement, effective as of June 21, 2022, by and between Cerence GmbH and Stefan Ortmanns
8-K 001-39030 10.2 June 24, 2022
10.20 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
10-K 001-39030 10.31 November 29, 2022
10.21† 2024 Inducement Plan and form of award agreement thereunder.
8-K 001-39030 10.1 March 4, 2024
10.22** 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.
8-K 001-39030 10.1 April 15, 2024
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10.23†** Promotion Offer Letter, dated June 7, 2024, by and between Cerence Inc. and Jennifer Salinas
10-Q 001-39030 10.2 August 9, 2024
10.24† Offer Letter by and between the Company and Brian Krzanich
8-K 001-39030 10.1 October 6, 2024
10.25† Change of Control and Severance Agreement, dated October 7, 2024, by and between the Company and Brian Krzanich
8-K 001-39030 10.2 October 6, 2024
10.26† Amendment No. 1 to Cerence Inc. 2024 Inducement Plan
8-K 001-39030 10.3 October 6, 2024
10.27† Promotion Offer Letter, dated August 16, 2024, by and between Cerence Inc. and Nils Schanz
10-K 001-39030 10.34 November 25, 2024
10.28† Retention Bonus Agreement, dated August 17, 2024, by and between Cerence Inc. and Nils Schanz
10-K 001-39030 10.35 November 25, 2024
10.29† Termination Agreement by and between the Company and Stefan Ortmanns
10-Q 001-39030 10.1 February 6, 2025
10.30† Offer Letter by and between the Company and Antonio Rodriquez, dated November 29, 2024
8-K 001-39030 10.1 December 3, 2024
10.31† Change of Control and Severance Agreement by and between the Company and Antonio Rodriquez, dated December 2, 2024
8-K 001-39030 10.2 December 3, 2024
10.32† Amendment No. 2 to Cerence Inc. 2024 Inducement Plan
8-K 001-39030 10.3 December 3, 2024
10.33† Promotion Offer Letter, dated January 2, 2025, by and between Cerence Inc. and Christian Mentz
10-Q 001-39030 10.7 February 6, 2025
10.34† Retention Bonus Agreement, dated January 2, 2025, by and between Cerence Inc. and Christian Mentz
10-Q 001-39030 10.8 February 6, 2025
10.35† Retention Letter, dated September 3, 2025, by and between Cerence Inc. and Nils Schanz
X
19.1 Cerence Insider Trading Policy - Global
X
21.1 Subsidiaries of the Registrant
X
23.1 Consent of BDO USA, P.C., Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (including in signature pages hereto)
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
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32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 Compensation Recovery Policy
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X
† Management contract or compensatory plan or arrangement
* Furnished herewith.
** Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
CERENCE INC.
Date: November 20, 2025
By: /s/ Brian Krzanich
Brian Krzanich
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Brian Krzanich and Tony Rodriquez, acting singly, his true and lawful agent, proxy and attorneys-in-fact, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name Title Date
/s/ Brian Krzanich Chief Executive Officer and Director November 20, 2025
Brian Krzanich (Principal Executive Officer)
/s/ Tony Rodriquez Chief Financial Officer November 20, 2025
Tony Rodriquez (Principal Financial and Accounting Officer)
/s/ Kristi Ann Matus Chairperson of the Board November 20, 2025
Kristi Ann Matus
/s/ Marianne Budnik Director November 20, 2025
Marianne Budnik
/s/ Doug Davis Director November 20, 2025
Doug Davis
/s/ Marion Harris Director November 20, 2025
Marion Harris
/s/ Marcy Klevorn Director November 20, 2025
Marcy Klevorn
/s/ Alfred Nietzel Director November 20, 2025
Alfred Nietzel
/s/ Arun Sarin Director November 20, 2025
Arun Sarin
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